MEVC DRAPER FISHER JURVESTON FUND I INC, N-2/A, 2000-02-11

MEVC DRAPER FISHER JURVESTON FUND I INC
N-2/A, 2000-02-11

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 11, 2000

1933 ACT FILE NO. 333-92287

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
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FORM N-2

(Check Appropriate Box or Boxes)

<TABLE>
<S> <C>
/ / REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

/X/ Pre-Effective Amendment No. 2
/ / Post-Effective Amendment No.
</TABLE>

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MEVC DRAPER FISHER JURVETSON FUND I, INC.

(Exact name of registrant as specified in charter)

991 FOLSOM STREET, SUITE 301
SAN FRANCISCO, CA 94107

(Address of Principal Executive Offices (Number, Street, City, State, Zip Code)
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(415) 977-6150

(Registrant's Telephone Number, Including Area Code)
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ANDREW E. SINGER
MEVC DRAPER FISHER JURVETSON FUND I, INC.
991 FOLSOM STREET, SUITE 301
SAN FRANCISCO, CA 94107

(Name and Address (Number, Street, City, State, Zip Code) of Agent For Service)
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COPIES TO:

<TABLE>
<S> <C>
Michael J. Halloran
John L. Donahue Steven N. Robinson
Daniel L. Cullum Cleary, Gottlieb, Steen & Hamilton
Pillsbury Madison & Sutro LLP 2000 Pennsylvania Avenue, N.W.
50 Fremont Street, P.O. Box 7880 Washington, D.C. 20006
San Francisco, CA 94120-7880
</TABLE>

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Approximate date of proposed public offering: As soon as practicable after the
effective date of this Registration Statement.

If any securities being registered on this Form will be offered on a delayed
or continuous basis in reliance on Rule 415 under the Securities Act of 1933,
other than securities offered in connection with a dividend reinvestment plan,
check the following box. / /

It is proposed that this filing will become effective (check appropriate
box):

/ / when declared effective pursuant to Section 8(c).

A registration fee in the amount of $132,000 was paid concurrently with the
initial filing of this Registration Statement on December 7, 1999.

------------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS
EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME
EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE
COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

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<PAGE>
MEVC DRAPER FISHER JURVETSON FUND I, INC.

CROSS REFERENCE SHEET

<TABLE>
<CAPTION>
NO. DESCRIPTION LOCATION
- --------------------- ---------------------------------- -------------------------------------------------
<S> <C> <C>
PART A--INFORMATION REQUIRED IN A PROSPECTUS

Item 1. Outside Front Cover Outside Front Cover

Item 2. Inside Front and Outside Back Inside Front and Outside Back Cover
Cover

Item 3. Fee Table and Synopsis Fee Table and Synopsis

Item 4. Financial Highlights Not Applicable

Item 5. Plan of Distribution Underwriting

Item 6. Selling Shareholders Not Applicable

Item 7. Use of Proceeds Use of Proceeds

Item 8. General Description of the Outside Front Cover Page; Prospectus Summary;
Registrant Business; Risk Factors

Item 9. Management Management; Directors and Officers; The
Investment Adviser; The Investment Sub-Adviser;
Potential Conflicts of Interest (SAI); Risk
Factors

Item 10. Capital Stock, Long-Term Debt and Description of Capital Stock; Distributions;
Other Securities Dividend Reinvestment Plan

Item 11. Defaults and Arrears on Senior Not Applicable
Securities

Item 12. Legal Proceedings Not Applicable

Item 13. Table of Contents of the Statement Table of Contents of the Statement of Additional
of Additional Information Information

PART B--INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION

Item 14. Cover Page Cover Page (SAI)

Item 15. Table of Contents Table of Contents of the Statement of Additional
Information (SAI)

Item 16. General Information and History Not Applicable

Item 17. Investment Objective and Policies Prospectus Summary; Investment Objective and
Principal Strategies; Risk Factors; Business;
Investment Company Act Regulation; Investment
Policies (SAI); Investment Company Act Regulation
(SAI)

Item 18. Management Management (Item 9)

Item 19. Control Persons and Principal Management; The Investment Adviser; The
Holders of Securities Investment Sub-Adviser; Potential Conflicts of
Interest (SAI)

Item 20. Investment Advisory and Other The Investment Adviser; The Investment
Services Sub-Adviser; Experts; Transfer Agent and
Registrar; Dividend Paying Agent; Custodian;
Sub-Administrator (SAI)
</TABLE>

2
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Item 22. Tax Status Distributions; Federal Income Tax Matters (SAI)

Item 23. Financial Statements Statement of Assets and Liabilities
</TABLE>

PART C--OTHER INFORMATION

Information required to be included in Part C is set forth under the
appropriate item, so numbered, in Part C of this Registration Statement.

3
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SUBJECT TO COMPLETION-- , 2000
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE FUND
MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
<PAGE>
PROSPECTUS
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MEVC DRAPER FISHER JURVETSON FUND I, INC.

AN INFORMATION TECHNOLOGY VENTURE CAPITAL FUND

Common Stock
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meVC Draper Fisher Jurvetson Fund I, Inc., or the Fund, is offering
shares of its common stock. We are a closed-end investment company that has
elected to be treated as a business development company under the Investment
Company Act. Our investment objective is long-term capital appreciation from
venture capital investments in information technology companies, primarily in
the Internet, e-commerce, telecommunications, networking, software and
information services industries. We will invest in companies that we believe
have high growth potential over the long term. Our gain on investments in
portfolio companies, net of fees and expenses, will be distributed to our
stockholders upon realization, either in cash or in shares of the portfolio
companies or the acquiring companies.

You must purchase a minimum of 100 of our shares to participate in this
offering. There is currently no public market for our shares. We have applied to
list our shares on the New York Stock Exchange under the symbol "MVC," but
trading will commence not later than 90 days from the date of the offering.
Prior to this date, our shares will not be traded on any securities exchange and
the underwriters do not intend to make a market in our shares, although we
cannot be certain that a limited market will not develop. Consequently, an
investment in our shares will be illiquid, at least in the short term.
Additionally, the stock of closed-end investment companies frequently trades at
a discount to net asset value and we cannot assure you that our stock will not
also be discounted in the market. Due to a variety of factors, including our
lack of prior operating history, the substantial risk associated with the
portfolio companies in which we intend to invest, the illiquid nature of a
substantial majority of our portfolio company investments and the uncertainty
associated with valuing our portfolio investments, an investment in our stock
involves a high degree of risk. You could lose some or all of your investment.
We do not presently intend to use borrowed funds to make investments, although
we may do so in the future.

<TABLE>
<CAPTION>
Per Share Total
<S> <C> <C>
Public offering price....................... $ $
Sales load.................................. $ $
Proceeds, before expenses, to the Fund...... $ - $
</TABLE>

SEE "RISK FACTORS" ON PAGES 10 TO 15 FOR FACTORS THAT YOU SHOULD CONSIDER BEFORE
INVESTING IN SHARES OF OUR COMMON STOCK.

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Neither the Securities and Exchange Commission nor any state securities
commission has
approved or disapproved of these securities or passed on the accuracy or
adequacy of this
prospectus. Any representation to the contrary is a criminal offense.
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The underwriters may purchase up to additional shares at the public
offering price, less sales load, solely to cover over-allotments, if any. If
this option is exercised in full, the total public offering price, sales load
and proceeds before expenses to the Fund will be $ ,
$ and $ , respectively. The underwriters may exercise
this option for a period of 30 days from the date our shares begin trading.
Delivery and payment for the shares is expected to be on March , 2000.

PRUDENTIAL VOLPE TECHNOLOGY
A UNIT OF PRUDENTIAL SECURITIES

, 2000

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[INSIDE FRONT COVER]

<PAGE>
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
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<S> <C>
Prospectus Summary.................... 4
The Offering.......................... 7
Fee Table and Synopsis................ 9
Risk Factors.......................... 10
Use of Proceeds....................... 17
Business.............................. 18
Investment Objective And Principal
Strategies.......................... 19
Management............................ 23
Directors and Officers................ 23
The Investment Adviser................ 24
The Investment Sub-Adviser............ 25
</TABLE>

<TABLE>
Valuation of Portfolio Securities..... 30
<CAPTION>
PAGE
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<S> <C>
Investment Company Act Regulation..... 32
Description of Capital Stock.......... 34
Distributions......................... 37
Dividend Reinvestment Plan............ 37
Underwriting.......................... 39
Legal Matters......................... 41
Experts............................... 41
Table of Contents of the Statement
of Additional Information........... 42
Additional Information................ 43
Financial Statements.................. 45
</TABLE>

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THIS PROSPECTUS CONCISELY PROVIDES THE INFORMATION THAT YOU SHOULD KNOW
BEFORE INVESTING IN SHARES OF OUR COMMON STOCK. YOU SHOULD READ THIS PROSPECTUS
CAREFULLY AND RETAIN IT FOR FUTURE REFERENCE. WE HAVE INCLUDED MORE INFORMATION
ABOUT US IN A STATEMENT OF ADDITIONAL INFORMATION, OR SAI, THAT WE HAVE FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION. THE SAI IS INCORPORATED BY
REFERENCE INTO THIS PROSPECTUS. WE HAVE INCLUDED THE TABLE OF CONTENTS OF THE
SAI ON PAGE 42. YOU MAY OBTAIN A COPY OF THE SAI FREE OF CHARGE BY WRITING TO US
AT 991 FOLSOM STREET, SUITE 301, SAN FRANCISCO, CALIFORNIA 94107,
ATTN: SECRETARY, OR BY CALLING (800) 830-1822. THE PROSPECTUS AND SAI WILL BE
AVAILABLE ON OUR WEBSITE AT HTTP://WWW.MEVC.COM/MEVC DRAPERFUND.ASP AND ARE
AVAILABLE ON THE SEC'S WEBSITE AT HTTP://WWW.SEC.GOV. THE INFORMATION ON THE
WEBSITE OF THE PARENT COMPANY OF OUR INVESTMENT ADVISER, HTTP://WWW.MEVC.COM, IS
NOT A PART OF THIS PROSPECTUS.

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YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS AND THE SAI. WE HAVE NOT AUTHORIZED ANYONE TO
PROVIDE YOU WITH DIFFERENT OR ADDITIONAL INFORMATION. WE ARE NOT OFFERING SHARES
OF OUR COMMON STOCK FOR SALE IN ANY JURISDICTION WHERE SUCH OFFER OR SALE IS NOT
PERMITTED. YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THIS PROSPECTUS IS
ACCURATE ON ANY DATE OTHER THAN THE DATE SET FORTH ON THE FRONT COVER OF THIS
PROSPECTUS.

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3
<PAGE>
PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus.
This summary is not complete and is not intended to contain all of the
information that investors should consider before investing in our shares. You
should read the entire prospectus carefully before purchasing our shares.

THE FUND

We are a newly organized, closed-end investment company that has elected to
be treated as a business development company under the Investment Company Act.
Our investment adviser is meVC Advisers, Inc., or meVC Advisers. Our investment
sub-adviser is Draper Fisher Jurvetson MeVC Management Co., LLC, or Draper
Advisers. Both meVC Advisers and Draper Advisers are registered investment
advisers under the Investment Advisers Act.

meVC Advisers will implement our investment objective and strategies, and
will set our strategic and operational direction. meVC Advisers will also manage
our day-to-day operations, including our accounting, finance, marketing,
record-keeping and regulatory compliance.

Draper Advisers will identify, structure and negotiate investments for the
Fund, as well as monitor and assist our portfolio companies. The managing member
of Draper Advisers is John M. Grillos, who has over ten years of venture capital
experience and twenty years of entrepreneurial, professional and managerial
experience in the information technology industry. The non-managing members of
Draper Advisers include the senior investment professionals of Draper Fisher
Jurvetson and its nationwide network of six affiliated venture capital firms.
Collectively, the members of Draper Advisers have over 75 years of investing and
entrepreneurial management experience, and have raised over one billion dollars
across 15 venture capital funds.

The managing member of Draper Advisers will be responsible for the
investment recommendations of Draper Advisers. The non-managing members of
Draper Advisers will be the source of much of our deal flow by presenting
potential investment opportunities to the managing member for evaluation. The
non-managing members will also provide post-investment managerial assistance to
many of our portfolio companies. The members of Draper Advisers have raised and
are managing their own private venture capital funds and we anticipate that many
of our investments will be co-investments with these private funds or follow-on
investments in portfolio companies in which one or more of our affiliated funds
has previously invested. The non-managing members of Draper Advisers will not
make or otherwise participate in investment decisions on our behalf and have no
obligation to provide services to us on an exclusive basis.

INVESTMENT OBJECTIVE AND PRINCIPAL STRATEGIES

Our investment objective is long-term capital appreciation from venture
capital investments in information technology companies, primarily in the
Internet, e-commerce, telecommunications, networking, software and information
services industries. Venture capital investments are typically long-term
investments in companies with high growth potential whose stock is not publicly
traded. We seek capital appreciation by investing only in companies that we
believe have high growth potential over the long term. We intend to invest in
companies in various stages of development, with an emphasis on companies in
their second or third round of financing, called an expansion round, and
companies in their final round of financing prior to an anticipated merger or
initial public offering, called a mezzanine round. We believe that mezzanine and
expansion round investments will allow us to make larger investments with lower
risk and an earlier opportunity for realization of gains. We may also use a
portion of our capital to invest in start-up companies in their first round of
financing, called a seed round. Seed rounds generally present the potential for
larger gains, but are riskier and generally require a longer holding period than
mezzanine and expansion round financing.

4
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After carefully selecting our portfolio companies, we will seek to enhance
their competitiveness by offering to provide managerial assistance, including
assistance in preparing for future rounds of private or public financing,
recruiting management, refining business strategy, assisting with general
business operations and making introductions to venture firms, investment banks
and other potential sources of capital. We will seek to provide returns to our
stockholders through long-term appreciation in the value of our portfolio
companies and through distributions of capital gains on our investments. In
addition, if a portfolio company is sold, merged or goes public, we may
distribute cash or stock in either the portfolio company or the acquiring
company.

INVESTMENT RATIONALE

Information technology, including Internet, e-commerce, telecommunications,
networking, software and information services, is one of the most rapidly
growing sectors of the U.S. economy. Many new companies are at the forefront of
innovation in these industries. The Internet, in particular, has created a
playing field where information technology businesses can grow at an
unprecedented pace. By moving quickly, new companies can position themselves as
leaders in their respective markets, often attracting key strategic partners and
influential early adopting customers. These new companies often build category-
defining brands that create an ongoing competitive advantage. We intend to
invest in companies that we believe have the greatest potential to become
leading information technology businesses. There can be no assurance, however,
that we will achieve our investment objective or that the performance of the
companies in which we make investments will be as anticipated.

HISTORICAL PERFORMANCE OF VENTURE CAPITAL FUNDS

Based upon information provided by Venture Economics, the venture capital
industry as a whole has experienced long-term returns that have exceeded the S&P
500 Index by over 8% per year for a one, five and ten year period. According to
Venture Economics, for all reporting venture capital funds formed between 1988
and 1998, the historical average annual rate of return, net of fees and
expenses, as of September 30, 1999 was as follows:

<TABLE>
<CAPTION>
1 YEAR RETURN 5 YEAR RETURN 10 YEAR RETURN
------------- ------------- --------------
<S> <C> <C> <C>
Later Stage Venture Capital (1)(2)............ 58.3% 34.6% 29.6%
Balanced Venture Capital (1)(3)............... 55.9% 37.0% 24.9%
All Venture Capital (1)....................... 68.6% 41.1% 27.6%
S&P 500 Index (4)............................. 27.8% 25.0% 16.8%
</TABLE>

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(1) The venture capital return figures were calculated by Venture Economics.
These benchmarks include all funds formed between 1988 and 1998 as of
September 30, 1999. Data is net of fees and carried interest.

(2) Later stage venture capital funds generally focus their investments on
mezzanine and expansion rounds of financing.

(3) Balanced venture capital funds invest in all stages of venture financing,
including seed, mezzanine and expansion rounds.

(4) S&P 500 Index as of September 30, 1999, according to Standard & Poor's.

Past performance of the venture capital industry is not neccesarily
indicative of that sector's future performance, nor is it necessarily a good
proxy for predicting the returns of the Fund. We cannot guarantee that we will
meet or exceed the rates of return historically realized by the venture capital
industry as a whole. Moreover, our overall return will be reduced by certain
factors related to our structure as a publicly-traded business development
company. Such factors include the lower return we are likely to realize on
short-term liquid investments during the period in which we are identifying
potential investments, and the periodic disclosure required of business
development companies, which could result in the Fund being less attractive as
an investor to certain potential portfolio companies.

5
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COMPENSATION OF INVESTMENT ADVISER AND INVESTMENT SUB-ADVISER

As compensation for its investment advisory and management and
administrative services, we have agreed to pay meVC Advisers an annual
management fee equal to 2.5% of our average weekly net assets, payable in
monthly installments. We have also agreed to pay meVC Advisers annual incentive
compensation equal to 20% of our annual realized capital gains net of realized
and unrealized capital losses. Payment of this type of incentive compensation,
referred to as a "carried interest," is typical in the venture capital industry.
Carried interest payments provide an economic incentive for venture capital fund
managers to select investments with the potential to achieve the greatest
increase in value over time. We believe that payment of a carried interest is an
important component of our ability to attract and retain high quality venture
capital fund managers.

As payment for its services as our Investment Sub-Adviser, meVC Advisers has
agreed to pay Draper Advisers 40% of the management fee, or an annual fee equal
to 1.0% of our average weekly net assets, payable in monthly installments. meVC
Advisers has also agreed to pay Draper Advisers additional compensation equal to
90% of any carried interest payment it receives from us.

CLOSED-END FUND STRUCTURE

We are a newly-organized closed-end fund. Closed-end funds differ from
open-end funds (which are commonly referred to as mutual funds) in that
closed-end funds, unlike mutual funds, generally list their shares for trading
on a stock exchange and do not redeem their shares at the request of a
shareholder. This means that if you wish to sell your shares of a closed-end
fund you must trade them on the market like any other stock at the price
prevailing in the market for the shares at that time. Trading in our shares will
commence not later than 90 days from the date of the offering. Prior to this
date, our shares will not be traded on any securities exchange and the
underwriters do not intend to make a market in our shares, although we cannot be
certain that a limited market will not develop. With a mutual fund, shares may
be redeemed or bought back by the mutual fund at "net asset value" if a
shareholder wishes to sell the shares of the fund. Also, mutual funds generally
offer new shares of the fund on a continuous basis to new investors, whereas
closed-end funds do not. In addition, shares of closed-end funds frequently
trade at a discount to their net asset value. In particular, our shares may
trade at a discount even greater than other closed-end funds since we may not
realize a return on our investments for a considerable amount of time.

LIQUIDATION

Our board of directors may elect to liquidate the Fund and distribute to our
stockholders any proceeds in cash or securities after March , 2010 if it
believes doing so would be in our stockholders' best interests.

ADDITIONAL INFORMATION

We were incorporated in Delaware in December 1999. Our executive offices are
located at 991 Folsom Street, Suite 301, San Francisco, California 94107, our
telephone number is (800) 830-1822 and our fax number is (415) 977-6160. Our
website address is HTTP://WWW.MEVC.COM/MEVCDRAPERFUND.ASP. The information
contained on the website of the parent of our investment adviser,
HTTP://WWW.MEVC.COM, is not a part of this prospectus.

6
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THE OFFERING

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<S> <C>
Shares offered by the Fund................ shares

Minimum investment........................ 100 shares

Investment objective...................... Our investment objective is long-term capital
appreciation from venture capital investments in
information technology companies, primarily in the
Internet, e-commerce, telecommunications, networking,
software and information services industries. Venture
capital investments are typically long-term investments
in companies with a high growth potential whose stock is
not publicly traded. We seek capital appreciation by
investing in companies that we believe have high growth
potential over the long term.

Investment advisory services.............. Our investment adviser is meVC Advisers, Inc., or meVC
Advisers, and our investment sub-adviser is Draper
Fisher Jurvetson MeVC Management Co., LLC, or Draper
Advisers.

Principal strategies...................... meVC Advisers and Draper Advisers will use the following
principal strategies to achieve our investment
objective:

- Focus on mezzanine and expansion round venture capital
investments.
- Build on the expertise, contacts and deal flow of
Draper Fisher Jurvetson and its growing venture capital
affiliate network.
- Direct our investments to information technology
companies, primarily in the Internet, e-commerce,
telecommunications, networking, software and
information services industries, and to companies
operating in other new or emerging markets.
- Exercise investment discipline through proactive risk
management and diversification.
- Enhance the competitiveness of our portfolio companies
by offering to provide managerial assistance.

Use of proceeds........................... We will use the net proceeds from the offering to invest
in portfolio companies in accordance with our investment
objective and strategies. The maximum gross proceeds to
be raised in this offering will be limited to
$500 million not including any proceeds from
over-allotments. We plan to reserve approximately 20% of
the net offering proceeds for follow-on investments and
future management fees. We expect to invest the net
proceeds after reserves in accordance with our
investment objective at the following rate:
approximately 20% to 25% at or about six months from the
offering date, approximately 50% at or about one year
from the offering date, and full investment at or about
two years from the offering date. There can be no
assurances that the Fund will be able to achieve its
targeted investment pace.
</TABLE>

7
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<TABLE>
<S> <C>
Distributions............................. We will distribute annually at least 90% of the net
dividend and interest income we receive from short-term
investments. During the period in which we are
evaluating and selecting portfolio companies in which to
invest, we will invest our capital primarily in
short-term investment grade securities. These
investments will generate interest income for
distribution to our stockholders. However, as we invest
the proceeds of this offering in portfolio companies, we
will have less interest income available for
distribution to you.

We also intend to distribute any realized capital gains,
net of realized and unrealized capital losses, we
generate. In addition, if a portfolio company is sold,
merged or goes public, we may distribute cash or stock
in either the portfolio company or the acquiring
company. The timing of capital gains distributions will
vary depending on when we liquidate our investments in
individual portfolio companies.

Suitability requirements.................. An investment in our shares involves a considerable
amount of risk. Because it is possible that you may lose
some or all of your investment, you should not invest in
our shares unless you can afford a total loss of your
investment. Prior to making your investment decision,
you should (i) consider the suitability of this
investment with respect to your investment objectives
and personal situation, (ii) consider factors such as
your personal net worth, income, age, risk tolerance and
liquidity needs, and (iii) consult your broker and
financial advisor to determine whether the risk profile
of your account is suitable for this investment.

Listing on national exchange.............. We have applied to list our shares on the New York Stock
Exchange under the symbol "MVC," but trading will
commence not later than 90 days from the date of the
offering. Until such time it may be difficult, if not
impossible, for you to sell your shares.
</TABLE>

RISK FACTORS

Purchasing shares of our common stock carries significant risk of losing
some or all of your investment. Prior to investing in our stock, you should
consider the risk factors described on pages 10 to 15 of this prospectus and the
impact of events that could adversely affect our business.

8
<PAGE>
FEE TABLE AND SYNOPSIS

You can expect to bear, directly or indirectly, the following costs and
expenses in connection with an investment in shares of our common stock.

OFFERING EXPENSES

STOCKHOLDER TRANSACTION EXPENSES (1)

TRANSACTION EXPENSES (AS A PERCENTAGE OF THE OFFERING PRICE PER SHARE)

<TABLE>
<S> <C>
Sales load.................................................. %
Dividend Reinvestment Plan fees............................. None
------
TOTAL STOCKHOLDER TRANSACTION EXPENSES.................. %
======
</TABLE>

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(1) Does not include organizational and offering expenses, which are estimated
to be approximately $ , and which will be shared by meVC Advisers and
the Fund.

ANNUAL EXPENSES

ANNUAL EXPENSES (AS A PERCENTAGE OF NET ASSETS)

<TABLE>
<S> <C>
Management fee to meVC Advisers (2)......................... 2.50%
------
TOTAL ANNUAL EXPENSES................................... 2.50%
======
</TABLE>

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(2) meVC Advisers has agreed to pay Draper Advisers 40% of this amount, or an
annual fee equal to 1.0% of our average weekly net assets payable in
monthly installments. See "Management--The Investment Adviser" and "--The
Investment Sub-Adviser."

In addition to the management fee, we have agreed to pay meVC Advisers
annual incentive compensation equal to 20% of our annual realized capital gains,
net of realized and unrealized capital losses. In exchange for the services
rendered by Draper Advisers, meVC Advisers has agreed to pay Draper Advisers 90%
of the incentive compensation it receives from the Fund. See "Management--The
Investment Adviser" and "--The Investment Sub-Adviser."

EXAMPLE OF COSTS AND EXPENSES CALCULATION

THE FOLLOWING EXAMPLE DOES NOT INCLUDE CARRIED INTEREST COMPENSATION, WHICH
IS TIED TO OUR GENERATION OF NET CAPITAL GAINS ON OUR INVESTMENTS.

<TABLE>
<CAPTION>
1 3 5 10
Year Years Years Years
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Assuming a 5% annual return, you can expect to pay the
following amount in management fees on a $1,000
investment................................................ $26 $81 $138 $292
</TABLE>

Our actual rate of return may be greater or less than the hypothetical 5%
return used above. The 5% return is merely a hypothetical return that is
required by law to be used to demonstrate the costs and expenses of an
investment in shares of our common stock, and does not reflect our expectation
of the actual return that you may or may not realize from an investment in our
shares.

9
<PAGE>
RISK FACTORS

You should carefully consider the following risk factors in addition to the
other information set forth in this prospectus before purchasing our shares.
Investing in our common stock involves a high degree of risk. Purchasing shares
of our common stock carries significant risk of losing some or all of your
investment.

INVESTMENT RISK

INVESTING IN OUR STOCK IS HIGHLY SPECULATIVE AND YOU COULD LOSE SOME OR ALL
OF THE AMOUNT YOU INVEST.

The value of our common stock may decline and may be affected by numerous
market conditions, which could result in the loss of some or all of your
investment in our shares. The securities markets frequently experience extreme
price and volume fluctuation which affect market prices for securities of
companies generally, and technology companies in particular. Because of our
focus on the technology sector, our stock price is likely to be impacted by
these market conditions. General economic conditions, and general conditions in
the Internet and information technology industries, will also affect our stock
price.

INVESTING IN OUR SHARES MAY BE INAPPROPRIATE FOR YOUR RISK TOLERANCE.

Investing in our shares may be inappropriate for your risk tolerance. The
Fund's investments in accordance with its investment objective and principal
strategies may result in an above average amount of risk and volatility or loss
of principal. Our investments in portfolio companies may be highly speculative
and aggressive and, therefore, an investment in our shares may not be suitable
for you.

VENTURE CAPITAL RISKS

THE INABILITY OF OUR PORTFOLIO COMPANIES TO COMMERCIALIZE THEIR TECHNOLOGY OR
CREATE OR DEVELOP COMMERCIALLY VIABLE PRODUCTS OR BUSINESSES WOULD HAVE A
NEGATIVE IMPACT ON OUR INVESTMENT RETURNS.

The possibility that our portfolio companies will not be able to
commercialize their technology, product or business concept presents significant
risk. Additionally, although some of our portfolio companies may already have a
commercially successful product or product line when we invest, information
technology products and services often have a more limited market or life span
than products in other industries. Thus, the ultimate success of these companies
often depends on their ability to continually innovate in increasingly
competitive markets. Their inability to do so could affect our investment
returns.

THE INABILITY OF OUR PORTFOLIO COMPANIES TO SUCCESSFULLY MARKET THEIR
PRODUCTS WOULD HAVE A NEGATIVE IMPACT ON OUR INVESTMENT RETURNS.

Even if our portfolio companies are able to develop commercially viable
products, the market for new products and services is highly competitive and
rapidly changing. Commercial success is difficult to predict and the marketing
efforts of our portfolio companies may not be successful.

AN INVESTMENT STRATEGY FOCUSED PRIMARILY ON PRIVATELY-HELD COMPANIES PRESENTS
CERTAIN CHALLENGES, INCLUDING THE LACK OF AVAILABLE INFORMATION ABOUT THESE
COMPANIES, A DEPENDENCE ON THE TALENTS AND EFFORTS OF ONLY A FEW INDIVIDUAL
PORTFOLIO COMPANY MANAGERS AND A GREATER VULNERABILITY TO ECONOMIC DOWNTURNS.

We will invest primarily in privately-held companies. Generally, very little
public information exists about these companies and we will be required to rely
on the ability of the principals of Draper Advisers to obtain adequate
information to evaluate the potential returns from investing in these companies.
Also, privately-held companies frequently have less diverse product lines and
smaller market presence than larger competitors. They are thus generally more
vulnerable to economic downturns and may experience substantial variations in
operating results. These factors could affect our investment returns.

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OUR PORTFOLIO COMPANIES WILL LIKELY HAVE SIGNIFICANT COMPETITION, BOTH FROM
OTHER EARLY-STAGE COMPANIES AND MORE ESTABLISHED COMPANIES.

Emerging growth companies often face significant competition, both from
other early-stage companies and from more established companies. Early-stage
competitors may have strategic capabilities such as an innovative management
team or an ability to react quickly to changing market conditions, while more
established companies may possess significantly more experience and greater
financial resources than our portfolio companies. These factors could affect our
investment returns.

OUR INVESTMENT RETURNS WILL DEPEND ON THE SUCCESS OF OUR PORTFOLIO COMPANIES
AND, ULTIMATELY, THE ABILITIES OF THEIR KEY PERSONNEL.

Our success will depend upon the success of our portfolio companies. Their
success, in turn, will depend in large part upon the abilities of their key
personnel. The day-to-day operations of our portfolio companies will remain the
responsibility of their key personnel. Competition for qualified personnel is
intense at any stage of a company's development and high turnover of personnel
is common in information technology companies. The loss of one or a few key
managers can hinder or delay a company's implementation of its business plan.
Our portfolio companies may not be able to attract and retain qualified managers
and personnel. Any inability to do so may negatively impact our investment
returns.

SOME OF OUR PORTFOLIO COMPANIES MAY NEED ADDITIONAL CAPITAL, WHICH MAY NOT
BE READILY AVAILABLE.

Companies in which we make seed or expansion round investments will often
require substantial additional equity financing to satisfy their continuing
working capital requirements. Each round of venture financing is typically
intended to provide a company with only enough capital to reach the next stage
of development. We cannot predict the circumstances or market conditions under
which our portfolio companies will seek additional capital. It is possible that
one or more of our portfolio companies will not be able to raise additional
financing or may be able to do so only at a price or on terms which are
unfavorable to us, either of which could negatively impact our investment
returns.

RISKS OF THE FUND

THERE IS CURRENTLY NO PUBLIC MARKET FOR OUR SHARES AND TRADING WILL COMMENCE
NOT LATER THAN 90 DAYS FROM THE DATE OF THE OFFERING. PRIOR TO THIS DATE, OUR
SHARES WILL NOT BE TRADED ON ANY SECURITIES EXCHANGE AND THE UNDERWRITERS DO
NOT INTEND TO MAKE A MARKET IN OUR SHARES, ALTHOUGH WE CANNOT BE CERTAIN THAT
A LIMITED MARKET WILL NOT DEVELOP. ADDITIONALLY, BECAUSE WE ARE A CLOSED-END
INVESTMENT COMPANY, OUR SHARES MAY TRADE AT A DISCOUNT TO NET ASSET VALUE.

There is currently no secondary market for our shares and there is no
assurance that one will develop in the near future, if ever. We have applied to
list our shares on the New York Stock Exchange, but trading will commence not
later than 90 days after the date of the offering. Prior to this date, our
shares will not be traded on any securities exchange and the underwriters do not
intend to make a market in our shares, although we cannot be certain that a
limited market will not develop. Consequently, an investment in our shares will
be illiquid, at least in the short term. Additionally, because we are a
closed-end investment company, we cannot redeem our shares on an ongoing basis
and our stockholders cannot exchange their shares of our common stock for shares
of any other fund. Even after the development of a secondary trading market,
shares of closed-end investment companies often trade below their net asset
value.

WE ARE A CLOSED-END INVESTMENT COMPANY AND WILL NOT REDEEM OUR SHARES.
HISTORICALLY, THE SHARES OF CLOSED-END FUNDS HAVE TRADED AT A DISCOUNT TO
THEIR NET ASSET VALUE.

We are a closed-end fund and we do not intend to redeem our shares at the
request of shareholders. This means that if you wish to sell our shares you must
do so on the market at the then prevailing price. Historically, the shares of
closed-end funds have traded at a discount to their net asset value. In
particular, our shares may trade at a discount even greater than other
closed-end funds since we may not realize a return on our investments for a
considerable amount of time. Additionally, because we expect it to take
approximately two years to fully invest the net proceeds of the offering, less
an appropriate reserve for

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follow-on investments and future management fees, there is an increased risk in
the short term that our shares will trade at a discount.

WE ARE NOT LIKELY TO REALIZE RETURNS ON OUR INVESTMENTS IN PORTFOLIO
COMPANIES FOR SEVERAL YEARS. THUS, AN INVESTMENT IN SHARES OF OUR COMMON
STOCK IS ONLY APPROPRIATE FOR INVESTORS WHO DO NOT NEED SHORT-TERM LIQUIDITY
IN AN INVESTMENT IN OUR SHARES.

We intend to make investments as rapidly as possible consistent with our
investment objective. However, it is likely that a significant period of time
will be required before we are able to fully invest the proceeds of this
offering, and a portion of our funds will be held in reserve for follow-on
investments and future management fees. Additionally, a venture capital
investment typically takes at least several years before the portfolio company
is in a position to sell its shares in a public offering or engage in a sale or
merger. The securities of our portfolio companies will be "restricted" under
Rule 144 of the Securities Act and thus can not be sold unless we satisfy the
requirements of Rule 144. Accordingly, it will likely be several years before we
are able to sell our investments and make any distributions of gains to our
stockholders.

WE HAVE NOT YET IDENTIFIED ANY PORTFOLIO COMPANY INVESTMENTS.

We have not yet identified any potential investments for our portfolio and,
thus, you will not be able to evaluate any specific portfolio company
investments prior to purchasing shares of our common stock. Additionally, our
investments will be selected by the managing member of Draper Advisers, subject
to the approval of our Board of Directors, and our shareholders will not have
input into our investment decisions. Both of these factors will increase the
uncertainty, and thus the risk, of investing in our shares.

THERE ARE SIGNIFICANT POTENTIAL CONFLICTS OF INTEREST WHICH COULD IMPACT OUR
INVESTMENT RETURNS.

There are significant potential conflicts of interest inherent in our
structure and business model. We do not anticipate having independent managers
or employees and thus must rely upon meVC Advisers and Draper Advisers to
provide administrative services as well as investment advisory services. The
principals of both meVC Advisers and Draper Advisers perform or may perform
similar services for other investment funds, and serve as officers or directors
of other entities, and are thus not able to devote all of their time to the
Fund. They may also have obligations to investors in those other investment
funds, the fulfillment of which might not be in the best interests of the Fund.
It is possible that new investment opportunities that meet the Fund's investment
objective may not be offered to or reviewed by meVC Advisers. Additionally, both
meVC Advisers and Draper Advisers have an interest in our profits and losses
which may impact any decisions they may make with respect to our investments in
portfolio companies. Moreover, our legal counsel may also serve as legal counsel
to meVC Advisers and Draper Advisers. Finally, the interests of a company in
which we invest may, from time to time, conflict with the best interests of one
or more of our shareholders.

VALUING OUR PORTFOLIO IN THE FUTURE WILL BE DIFFICULT AND INEXACT AND MAY NOT
REFLECT THE TRUE VALUE OF OUR INVESTMENTS IN PORTFOLIO COMPANIES.

Our board of directors will value our portfolio from time to time based on
their best estimate of the value of each of our individual investments in
portfolio companies. There is typically no public market for the securities of
small, privately-held companies. Our board of directors may also consult with
accounting firms, investment banks and other consulting firms when needed, to
assist in valuation of our investments. Portfolio valuation, however, is
inherently subjective. The net asset value set by our board of directors may not
reflect the price at which you could sell our shares in the open market.

BOTH THE FUND AND OUR INVESTMENT ADVISER WERE ONLY RECENTLY FORMED AND HAVE
NO PRIOR OPERATING HISTORY. THUS, OUR SUCCESS WILL DEPEND, TO A LARGE DEGREE,
ON THE EXPERTISE AND EXPERIENCE OF THE MEMBERS OF DRAPER ADVISERS.

Although the members of Draper Advisers have considerable experience in
making venture capital investments, both the fund and meVC Advisers were only
recently formed and have no operating history. Our success in identifying
investment opportunities and pursuing and managing such investments is, to a
large degree, dependent upon the expertise and experience of the members of
Draper Advisers and its ability to attract and retain quality personnel.

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A CHANGE IN OUR RELATIONSHIP WITH DRAPER ADVISERS COULD HAVE AN ADVERSE
EFFECT ON OUR ABILITY TO ACHIEVE OUR INVESTMENT OBJECTIVE.

Achieving our investment objective depends in large part on our ability to
leverage the experience, contacts and specialized knowledge in venture capital
investing of the members of Draper Advisers. The sub-advisory agreement may be
terminated by meVC Advisers, Draper Advisers or the Fund, and the advisory
agreement may be terminated by meVC Advisers or the Fund, in either case upon
delivery of written notice of termination at least 60 days prior to the
termination date. Moreover, meVC Advisers and Draper Advisers have agreed that,
in the event either such agreement is terminated involuntarily with respect to
the other party, both parties will be prohibited from providing, directly or
indirectly, future investment advisory services to the Fund. Thus, if the
advisory agreement or sub-advisory agreement is terminated, our success will
depend in large part on our ability to obtain investment advisory services
similar to those offered by Draper Advisers. We are likely to experience
difficulty in obtaining comparable services. If we are unable to obtain these
services, or if we are only able to do so on less favorable terms than those
offered by Draper Advisers, it will have a significant negative impact on our
investment returns.

CHANGES IN THE COMPOSITION OF DRAPER ADVISERS MAY HAVE AN ADVERSE EFFECT ON
OUR ABILITY TO ACHIEVE OUR INVESTMENT OBJECTIVE.

Achieving our investment objective depends in large part on our ability to
leverage the experience, contacts and specialized knowledge in venture capital
investing of the members of Draper Advisers. Over the life of the fund,
membership in Draper Advisers may change, having an adverse effect on our
ability to achieve our investment objective.

OUR ABILITY TO ACHIEVE OUR INVESTMENT OBJECTIVE DEPENDS UPON OUR ABILITY TO
LEVERAGE THE NATIONAL VENTURE CAPITAL PRESENCE OF THE DRAPER FISHER JURVETSON
AFFILIATE NETWORK.

Our success depends, in large part, on our ability to leverage the
experience, contacts and specialized knowledge of the venture capital fund
managers employed by Draper Advisers. We expect that many of our investments
will be made in portfolio companies in which an affiliate of Draper Advisers has
already invested or in portfolio companies in which we will co-invest with an
affiliate of Draper Advisers. The Investment Company Act limits our ability to
perform transactions with affiliated parties. We intend to apply to the SEC for
exemptive relief that will allow us to make co-investments with affiliated
parties. Although the SEC has routinely granted similar relief in the past, we
cannot be certain that our specific request will be granted. Even if we are
granted the requested relief, it will likely be subject to conditions.
Specifically, we expect that prior to investing with an affiliated party, meVC
Advisers will be required to present the investment opportunity to our board of
directors for its review and, furthermore, that at least a majority of our
independent directors must conclude that:

- The terms of the proposed transaction are reasonable and fair to us and
our stockholders,

- The transaction is consistent with the interests of our stockholders and
with our investment objective and policies,

- We will not be disadvantaged by making, maintaining or disposing of the
investment, and

- The terms of our participation in the investment are at least as good as
the terms given to our affiliated entity at the time of our investment.

Our board of directors has adopted these policies for the review of all
affiliated investments.

OUR RETURNS MAY BE SUBSTANTIALLY LOWER THAN THE AVERAGE RETURNS HISTORICALLY
REALIZED BY THE VENTURE CAPITAL INDUSTRY AS A WHOLE.

Past performance of the venture capital industry is not necessarily
indicative of that sector's future performance, nor is it necessarily a good
proxy for predicting the returns of the Fund. We cannot guarantee that we will
meet or exceed the rates of return historically realized by the venture capital
industry as a whole. Additionally, our overall return will almost certainly be
reduced by certain factors related to our structure as a publicly-traded
business development company, including:

- the lower return we are likely to realize on short-term liquid investments
during the period in which we are identifying potential investments, and

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<PAGE>

- the periodic disclosure required of business development companies, which
could result in the Fund being less attractive as an investor to certain
potential portfolio companies.

OUR RETURNS MAY BE SIGNIFICANTLY LOWER THAN THOSE EXPERIENCED BY OTHER FUNDS
MANAGED BY MEMBERS OF DRAPER ADVISERS.

Although we intend to leverage the national venture capital presence of
Draper Advisers and in many cases to co-invest with one or more private
investment funds managed by the members of Draper Advisers, our investment
strategy is different from that of our affiliated funds. Moreover, we will
require a substantial period of time before we have invested a majority of our
capital in portfolio companies. Thus, our investment returns or operating
results could be substantially lower than the returns and results achieved by
our affiliated funds.

THE MARKET FOR VENTURE CAPITAL INVESTMENTS IS HIGHLY COMPETITIVE. IN SOME
CASES, OUR STATUS AS A REGULATED BUSINESS DEVELOPMENT COMPANY MAY HINDER OUR
ABILITY TO PARTICIPATE IN INVESTMENT OPPORTUNITIES.

We will likely face substantial competition in our investing activities from
private venture capital funds, investment affiliates of large industrial
technology, service and financial companies, small business investment
companies, wealthy individuals and foreign investors. As a regulated business
development company, we are required to disclose quarterly the name and business
description of portfolio companies and value of any portfolio securities. Many
of our competitors are not subject to this disclosure requirement. Our
obligation to disclose this information could hinder our ability to invest in
certain portfolio companies. Additionally, other regulations, current and
future, may make us less attractive as a potential investor to a given portfolio
company than a private venture capital fund not subject to the same regulations.

OUR SUCCESS DEPENDS GREATLY ON INCREASED USE OF THE INTERNET BY BUSINESSES
AND INDIVIDUALS.

Our success depends greatly on increased use of the Internet. Commercial use
of the Internet is currently at an early stage of development and the future
success of Internet-based companies is not guaranteed. Because a significant
portion of our capital will likely be invested in companies operating in the
Internet space, our returns may be negatively impacted if use of the Internet
fails to grow in the future.

IF THE UNITED STATES OR OTHER GOVERNMENTS INCREASE REGULATION OF THE
INTERNET, OUR INVESTMENTS IN INTERNET-RELATED PORTFOLIO COMPANIES COULD BE
NEGATIVELY IMPACTED.

Because of the Internet's popularity and increasing use, new laws and
regulations may be adopted. These laws and regulations may cover issues such as
privacy, pricing, content and taxation. The enactment of any additional laws or
regulations may impede the growth of the Internet and our investments in
Internet-related companies could be negatively impacted.

THE VENTURE CAPITAL BUSINESS IS GROWING, AND WITH MORE CAPITAL READILY
AVAILABLE, OUR SUCCESS WILL BE LARGELY DEPENDENT ON A CONTINUING SUPPLY OF
FAVORABLE INVESTMENT OPPORTUNITIES.

There has been a significant amount of new capital invested in venture
capital funds in recent years and this trend is likely to continue. With the
amount of capital available, some companies that may have had difficulty in
obtaining funding in the past may be able to do so, notwithstanding that the
chances for success in these investments may be marginal. In addition, there is
likely to be an increasing amount of competition among venture capital funds for
the best investment prospects, particularly in the Internet and information
technology sectors. Thus, our success will be largely dependent on our ability
to find the most favorable opportunities in a highly competitive venture capital
market, while avoiding the marginal prospects.

OUR SUCCESS WILL BE SIGNIFICANTLY AFFECTED BY THE STATE OF THE SECURITIES
MARKETS IN GENERAL, AND MORE SPECIFICALLY BY THE MARKET FOR INITIAL PUBLIC
OFFERINGS AND THE MARKET FOR THE INFORMATION TECHNOLOGY SECTOR.

We anticipate that a substantial portion of our returns will be realized
through initial public offerings of our portfolio companies. The market for
initial public offerings is cyclical in nature. Thus, we cannot be certain that
the securities markets will be receptive to initial public offerings,
particularly those of early-stage companies. Any adverse change in the market
for public offerings could significantly impact our

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ability to realize our investment objective. Our ability to achieve attractive
investment returns will also depend upon the availability of strategic or
financial acquirers for our portfolio companies. The interest of potential
buyers in acquiring our portfolio companies will vary with general economic
conditions and the valuations that they are willing to place on our portfolio
companies will vary with the valuations of comparable publicly-traded companies.

IF WE ARE UNABLE TO COMPLY WITH SUBCHAPTER M OF THE INTERNAL REVENUE CODE IN
ANY GIVEN YEAR, WE WILL LOSE PASS-THROUGH TAX TREATMENT FOR THAT YEAR, WHICH
COULD SUBSTANTIALLY REDUCE THE AMOUNT OF INCOME AVAILABLE FOR DISTRIBUTION TO
OUR STOCKHOLDERS.

We intend to elect to be treated as a regulated investment company under
Subchapter M of the Internal Revenue Code. To qualify for Subchapter M status,
we must meet qualifying income distribution and asset diversification
requirements. In each year in which we are able to meet the requirements of
Subchapter M, we will generally not be subject to federal taxation on net
investment income and net capital gains that we distribute to our stockholders.
If we are not able to meet the requirements of Subchapter M in any given year,
however, our income would be fully taxable at the federal level, which could
result in a substantial reduction in income available for distribution to our
stockholders. If the Company fails to meet the requirements of Subchapter M in
its first taxable year or, with respect to later years, for more than two
consecutive years and then seeks to requalify under Subchapter M, it would be
required to recognize gain to the extent of any unrealized appreciation on its
assets. In that case, any gain recognized by the Company likely would be
distributed to shareholders as a taxable distribution. For additional
information regarding Federal income tax consequences of an investment in the
Company, see the Statement of Additional Information.

IF YOU ARE AN ERISA PLAN OR AN IRA, YOU MUST DETERMINE THAT THE INVESTMENT IN
SHARES OF OUR COMMON STOCK IS PRUDENT AND MEETS YOUR INVESTMENT GUIDELINES.
WE CAN MAKE NO GUARANTEE THAT OUR ASSETS WILL NOT BE CONSIDERED "PLAN ASSETS"
OF YOUR PLAN OR IRA.

If you are an employee benefit plan subject to the Employee Retirement
Income Security Act of 1974, or ERISA, the fiduciary acting on your behalf when
investing in shares of our common stock should satisfy itself that an investment
in the shares is consistent with the prudence standards of Section 404 of ERISA
and is prudent in light of your cash needs and other ERISA requirements. If you
are an ERISA plan or an individual retirement account, or IRA, you should assure
yourself that the investment is not a prohibited transaction under Section 406
of ERISA or Section 4975 of the Internal Revenue Code. The Department of Labor
has issued regulations that characterize the assets of some entities as "plan
assets" of the ERISA plans and IRAs that invest in those entities. We anticipate
that our shares will be considered "publicly offered securities" within the
meaning of the regulations, and our assets would not be considered plan assets.
However, we strongly urge you or your fiduciaries to consult your own advisers
prior to purchasing shares of our common stock.

OUR CERTIFICATE OF INCORPORATION AND BYLAWS CONTAIN CERTAIN PROVISIONS WHICH
MAY SERVE TO DETER A HOSTILE TAKEOVER AND THUS MAY LIMIT YOUR ABILITY TO SELL
OUR SHARES AT A PREMIUM OVER PREVAILING MARKET PRICES.

Our certificate of incorporation and bylaws provide for our board of
directors to be divided into three classes of directors serving staggered
three-year terms. A staggered board of directors severely restricts the ability
of stockholders to replace a majority of our directors in a timely manner.
Additionally, other provisions contained in our certificate of incorporation may
also serve to limit the ability of our stockholders to remove a director from
office and to convert from a closed-end investment company to an open-end
investment company. Finally, our bylaws limit the ability of stockholders to
call a special meeting. All of these provisions may serve to deter a hostile
takeover and thus may limit your ability to sell our shares at a premium over
prevailing market prices.

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FORWARD-LOOKING STATEMENTS

This prospectus and the SAI include forward-looking statements. We have
based such statements largely on our current expectations and projections about
future events and trends in the technology sector, the venture capital industry
and the state of the financial markets and the economy in general. These
forward-looking statements are subject to a number of risks, uncertainties and
assumptions about the Fund, including, among other things:

- general economic and business conditions and the general state of the
financial markets;

- our expectations and estimates concerning the future growth and
performance of the venture capital sector;

- our expectations and estimates concerning the future growth and
performance of information technology companies, particularly Internet
companies;

- existing and future laws and regulations imposed on information technology
companies, including future laws and regulations governing the Internet;

- our ability to successfully implement our investment objective and
strategies;

- our relationship with Draper Fisher Jurvetson and its network of
affiliated venture capital firms;

- technological changes in the Internet industry; and

- other risk factors described under "Risk Factors" in this prospectus.

In addition, in this prospectus and the SAI, the words "believe," "may,"
"will," "estimate," "continue," "anticipate," "intend," "expect," and similar
expressions, as they relate to the Fund, meVC Advisers or Draper Advisers and
our investment objective, business or management, are intended to identify
forward-looking statements.

We undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise
after the date of this prospectus or the SAI. Because of these risks and
uncertainties, the forward-looking events and circumstances discussed in this
prospectus and the SAI may not occur and actual results could differ materially
from those anticipated or implied in the forward-looking statements.

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<PAGE>
USE OF PROCEEDS

We expect the net proceeds to us from the sale of shares of our common stock
in this offering to be approximately $ . We have not allocated any
portion of the net proceeds to any particular investment. We intend to use
substantially all of the net proceeds for investment in accordance with our
investment objective. Our investment objective is long-term capital appreciation
from venture capital investments in information technology companies, primarily
in the Internet, e-commerce, telecommunications, networking, software and
information services industries. Until we have identified appropriate
investments in accordance with our investment objective, we may invest all of
our excess cash in short-term, interest-bearing investment-grade securities or
guaranteed obligations of the U.S. government.

The maximum gross proceeds to be raised in this offering will be limited to
$500 million not including any proceeds from over-allotments. We plan to reserve
approximately 20% of the net offering proceeds for follow-on investments and
future management fees. We expect to invest the net proceeds after reserves in
accordance with our investment objective at the following rate: approximately
20% to 25% at or about six months from the offering date, approximately 50% at
or about one year from the offering date, and full investment at or about two
years from the offering date. There can be no assurances that the Fund will be
able to achieve its targeted investment pace. This lengthy period is due to the
rigorous review process that the principals of Draper Advisers will undertake in
an effort to select the best possible portfolio companies for investment. The
investment review process will typically include:

- Management interviews

- Reference checks

- Company and industry assessment

- Market analysis

- Competitive analysis

- Risk analysis

We anticipate that we will only invest in a small percentage of the
companies and business plans that Draper Advisers evaluates as potential
investment opportunities.

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BUSINESS

We are a newly organized, non-diversified, closed-end management investment
company that has elected to be treated as a business development company under
the Investment Company Act. A business development company is an investment
company organized under the laws of, and having its principal place of business
in, the United States that is operated for the purpose of making investments
primarily to foster smaller, developing businesses and makes available
significant managerial assistance to the businesses in which it invests. For
Internal Revenue Service purposes, we are classified as a non-diversified
investment company under Subchapter M of the Code. Our investment adviser is
meVC Advisers, Inc., or meVC Advisers. Our investment sub-adviser is Draper
Fisher Jurvetson MeVC Management Co., LLC, or Draper Advisers. Both meVC
Advisers and Draper Advisers are registered investment advisers under the
Advisers Act.

meVC Advisers will implement our investment objective and strategies and
will set our strategic and operational direction. meVC Advisers will also manage
our day-to-day operations, including our accounting, finance, marketing,
record-keeping and regulatory compliance efforts.

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INVESTMENT OBJECTIVE AND PRINCIPAL STRATEGIES
INVESTMENT OBJECTIVE

Our investment objective is long-term capital appreciation from venture
capital investments in information technology companies, primarily in the
Internet, e-commerce, telecommunications, networking, software and information
services industries. We will invest in companies that we believe have high
growth potential over the long term. After carefully selecting our portfolio
companies, we will seek to enhance their competitiveness by offering to provide
managerial assistance, including assistance in preparing for future rounds of
private or public financing, recruiting management, refining business strategy,
assisting with general business operations and making introductions to venture
firms, investment banks and other potential sources of capital. We will seek to
provide returns to our stockholders through long-term appreciation in the value
of our portfolio companies and through distributions of capital gains on our
investments. In addition, if a portfolio company is sold, merged or goes public,
we may distribute cash or stock in either the portfolio company or the acquiring
company.

PRINCIPAL STRATEGIES

We plan to use the following principal strategies to accomplish our
investment objective:

FOCUS ON MEZZANINE AND EXPANSION ROUND VENTURE CAPITAL INVESTMENTS

- We intend to make venture capital investments in information technology
companies with high growth potential. These investments will be made in
various stages of venture capital financing with an emphasis on mezzanine
and expansion round financing. We believe that mezzanine and expansion
round investments will allow us to make larger investments with lower risk
and an earlier opportunity for realization of gains than seed round
financing.

LEVERAGE NATIONAL VENTURE CAPITAL PRESENCE OF DRAPER FISHER JURVETSON

- Build on the expertise, contacts and deal flow of Draper Fisher Jurvetson
and its growing venture capital affiliate network.

EMPHASIZE INFORMATION TECHNOLOGY BUSINESSES

- Focus our investments on companies operating in the information technology
markets, primarily the Internet, e-commerce, telecommunications,
networking, software and information services industries, which we believe
have significant high growth potential.

- Direct our investments to companies in new markets and to companies in
existing markets with new technologies or business models that we believe
have the greatest possibility of success in the marketplace.

EXERCISE INVESTMENT DISCIPLINE

- Undertake a rigorous review process to select for investment the portfolio
companies we believe to have the highest growth potential.

- Spread our risk by investing in many companies located throughout the
country and in many different sectors of information technology.

- Provide additional funding to the companies we believe will perform the
best in the future and, conversely, decline follow-on investments in
portfolio companies that we feel no longer have the potential for high
growth.

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ENHANCE THE COMPETITIVE ADVANTAGE OF THE COMPANIES IN WHICH WE INVEST

- Assist our portfolio companies in operations and general business strategy
with a goal of positioning them for high value follow-on rounds of
financing or liquidity events such as an initial public offering or sale
or merger.

- Help build superior management teams for the companies in which we invest.

FOCUS ON MEZZANINE AND EXPANSION ROUND VENTURE CAPITAL INVESTMENTS

Venture capital financing typically occurs in three stages. A seed round is
the first round of professional venture capital financing received by a
newly-formed company in a high-growth industry. The proceeds of a seed round are
often used to complete product development and to fund operations of a company's
core technical and management team. An expansion round is the second or third
round of professional venture capital financing. The proceeds of an expansion
round are often used to expand sales, marketing or production capabilities, to
further develop corporate infrastructure and to add necessary staffing. A
mezzanine round is anticipated to be the last round of venture capital financing
prior to an initial public offering or sale of the company. The proceeds of a
mezzanine round are generally used for strategic purposes.

We intend to make venture capital investments in information technology
companies with high-growth potential. Our investment strategy will emphasize
mezzanine and expansion round financing. We believe that mezzanine and expansion
round investments will allow us to make larger investments with lower risk and
an earlier opportunity for realization of gains. We may also invest a portion of
our capital in start-up companies in their seed round of financing. We believe
seed round investments present a potential for larger gains, but with increased
risk and a longer horizon for the potential realization of gains.

We intend to invest in companies in various stages of development which we
believe exhibit desirable risk/reward characteristics generally consistent with
our business objectives. When searching for and evaluating mezzanine round
investment opportunities, we will seek companies which we believe will produce
excellent investment returns and which (i) possess a complete and strong
management team, (ii) have a strong board of directors and investor support,
(iii) occupy a position as a clear market niche leader and (iv) expect a
liquidity event within 12 to 18 months.

When searching for and evaluating expansion round investment opportunities,
we intend to seek companies with proven technologies, products or service
offerings that require additional capital to achieve sustained growth. When
searching for and evaluating seed round investment opportunities, we intend to
seek companies in the earliest stage of development with (i) a strong core
management and technical team, (ii) unique product concepts or a business model
indicating high growth potential and (iii) a focus on dynamic markets. We will
seek management teams with insightful ideas who we believe to be unusually
talented and motivated.

LEVERAGE NATIONAL VENTURE CAPITAL PRESENCE

We intend to utilize the investment expertise, contacts, networks, access to
deal flow and company monitoring and managerial assistance capabilities of
Draper Fisher Jurvetson and its venture capital affiliates.

We expect a significant number of our mezzanine, expansion and seed round
investments to be referred by Draper Fisher Jurvetson and its venture capital
affiliates. The remainder of our investments will be sourced through our
relationships with other venture capital firms, investment banks and other
intermediaries.

Draper Fisher Jurvetson has established and continues to expand its network
of venture capital affiliates located in several metropolitan regions of the
United States. We believe that many regions throughout the country continue to
be underserved by venture capital. Draper Fisher Jurvetson's presence in many
regions of the United States improves the Fund's ability to monitor portfolio
companies located throughout the country. Additionally, Draper Fisher
Jurvetson's national network of contacts and expertise

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is designed to help portfolio companies recruit managers, identify potential
customers and strategic partners and share best practices.

We intend to leverage the specialized investment knowledge and local
presence of the Draper Fisher Jurvetson venture capital affiliate network to
provide us with investment opportunities and portfolio company oversight. The
following is a current list of the name and location of venture capital firms
comprising the Draper Fisher Jurvetson affiliate network:

- Draper Fisher Jurvetson, Redwood City, CA

- Zone Ventures, Los Angeles, CA

- Draper Atlantic, Reston, VA

- Draper Triangle Ventures, Pittsburgh, PA

- Wasatch Venture Fund, Salt Lake City, UT

- Timberline Venture Partners, Vancouver, WA

- Draper Fisher Jurvetson Gotham Ventures, New York City, NY

In addition to working closely with the main office of Draper Fisher
Jurvetson in Redwood City, California, we intend to initiate a program of
frequent direct communication with the principals of the affiliate network, who
are the non-managing members of Draper Advisers, to discuss portfolio companies,
potential investment opportunities and the likely schedule for upcoming seed,
expansion and mezzanine rounds of financing.

We also intend to track and visit on an ongoing basis portfolio companies of
Draper Fisher Jurvetson and its affiliate network that we anticipate will seek
financing in the near term. In addition, we intend to increase the number and
breadth of investment opportunities that are presented to us by developing
relationships with a network of other venture capital firms, investment banks
and other financial intermediaries.

EMPHASIZE INFORMATION TECHNOLOGY BUSINESSES

We plan to emphasize investments in information technology companies,
primarily in the Internet, e-commerce, telecommunications, networking, software
and information services industries. We believe that the information technology
sector offers outstanding growth opportunities, and many new markets in which
emerging companies can thrive.

We seek to identify markets where technology will lead to rapid change in
customer behavior. We are particularly focused on sectors driven by increased
demand for Internet applications and services by consumers and businesses. We
also believe that the hardware and software telecommunications and networking
infrastructure required to support such growth will present numerous attractive
areas for venture capital investing.

Although new areas of investment opportunity will continue to emerge, the
following are examples of the areas of investment interest we have today:

- Internet applications and services

- Optoelectronics and fiber optics

- Intranet applications (front office and back office automation)

- Data communications, telecommunications and wireless advances

- E-commerce (business-to-business and business-to-consumer)

- Bandwidth improvement software and hardware

- Semiconductors with high intellectual property content

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- Groupware applications

- Knowledge management applications

- Telephony software applications

- Networking software advances

- Service organizations that support Internet business development and
business function outsourcing

In addition, we plan to identify and invest in attractive new technology
markets as they develop.

EXERCISE INVESTMENT DISCIPLINE

We will undertake a rigorous review process to select for investment the
companies that meet our investment objective. For companies presenting
investment opportunities, we will perform extensive due diligence including
company visits, management interviews, reference checks, company and industry
assessments as well as market and risk analyses.

We plan to diversify our investment portfolio in order to increase our
chances of investing in companies with high returns, and in an effort to offset
the impact of investments in companies that yield losses. We intend to monitor
our portfolio companies closely to determine whether or not they continue to be
attractive candidates for further investment. We plan to decline additional
investments in portfolio companies that do not continue to show promise. We
will, however, seek to reinvest in the portfolio companies we believe will
perform well in the future, in an effort to reap greater positive returns as a
whole, and to protect our investments from dilution.

We believe that risk management is essential to achieving our investment
objective. We will manage our risk through extensive portfolio diversification.
We intend to invest in at least 50 different companies, although the actual
number of companies in which we invest will be a function of total funds
available. To ensure our board of directors has the freedom to select
investments in companies that meet our investment objective, we do not
anticipate imposing formal limits on the amount of our capital that may be
invested in individual portfolio companies. However, we anticipate that no more
than 5% of our assets, based on the cost of our investments, will be committed
at any one time to any one company. We also intend to balance our portfolio by
industry and geography:

- INDUSTRY. We intend to invest in a number of different sectors of
information technology, including the Internet, e-commerce,
telecommunications, networking, software and information services
industries.

- GEOGRAPHY. We intend to invest in several regions throughout the country.
Our initial focus will be in many areas where high growth potential
information technology companies are being created, including the
Northeast, Mid-Atlantic, Southwest and Northwest regions of the United
States. Many of these regions are not as well served by existing venture
capital firms as northern California, and therefore may offer improved
opportunities for venture capital investing. We will seek to continue to
expand our efforts into promising regions of technological innovation.

OFFER MANAGERIAL ASSISTANCE TO OUR PORTFOLIO COMPANIES

We will offer to provide managerial assistance and guidance to our portfolio
companies. Such assistance may include serving on the board of directors of many
of the companies in which we invest, as well as providing expertise in
developing and implementing business strategy and tactics, selecting and
recruiting management personnel, and general business development. We believe
that such assistance will enable us to exercise significant influence with
respect to such matters as financing, budgeting, marketing, management selection
and exit strategy of our portfolio companies. We will also introduce the
companies in which we invest to appropriate business partners and sources of
capital for larger rounds of follow-on financing.

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MANAGEMENT
DIRECTORS AND OFFICERS

Our board of directors is responsible for all aspects of our management and
day-to-day operations. Initially, we intend to have five directors, three of
whom are independent, as required by the Investment Company Act, and two
affiliated directors, one from meVC Advisers and one from Draper Advisers. Our
board of directors will have exclusive control of our business and operations,
including the selection and retention of our Investment Adviser. Except as
otherwise required by law or our certificate of incorporation, our stockholders
will have no rights to participate in our business or operations.

JOHN M. GRILLOS is Chairman, Chief Executive Officer and a director of the
Fund. Mr. Grillos is also the Managing Member of Draper Advisers. He is also
founder and Managing General Partner of ITech Partners, L.P., a seed stage
information technology fund. Mr. Grillos has over ten years experience in
information technology venture capital investing and twenty years of
entrepreneurial, professional and managerial experience in information
technology. Most recently, Mr. Grillos served as the Executive Vice President,
Chief Operating Officer and as a director of SmartForce PLC (formerly CBT Group
PLC), or SmartForce, a leading supplier of e-learning products with revenues
exceeding $200 million. From 1997 to 1998, Mr. Grillos served as Managing
Director at SoundView Venture Partners, L.P., where he was responsible for
managing the venture capital business activities of SoundView Financial Group,
an information technology-focused investment bank recently acquired by Wit
Capital. From 1988 to 1997, Mr. Grillos was Managing Director responsible for
Information Technology Venture Capital investing for Robertson, Stephens & Co.,
a San Francisco-based investment bank focused on high technology and high growth
industries. From 1985 to 1987, Mr. Grillos served as President and Chief
Operating Officer of SPSS, Inc., a leading supplier of statistical analysis,
graphics and decision support software. From 1983 to 1985, Mr. Grillos served as
President and Chief Executive Officer of Tesseract Corporation, a venture-
backed supplier of payroll and human resource software. From 1972 to 1983,
Mr. Grillos held various management positions with American Management Systems,
an information technology consulting and custom application development company.
For the last five of his 11 years with AMS, Mr. Grillos was Vice President and
Business Unit Manager responsible for the operations of AMS on the West Coast.
From 1968 to 1972, Mr. Grillos worked as a Development Manager and Principal
Designer for the Institute for Computer Research, University of Chicago, where
he was responsible for developing computerized control and data acquisition
systems for several departments of the University. From 1965 to 1968,
Mr. Grillos worked as a Staff Engineer for Bell Labs and Western Electric
Company. Mr. Grillos received his M.B.A. from the University of Chicago in 1971
and his B.S. in Electrical Engineering and Computer Science from the Illinois
Institute of Technology in 1969.

PETER S. FREUDENTHAL is Vice-Chairman and a director of the Fund. Mr.
Freudenthal is also co-founder, President, and Chairman of the Board of
meVC.com, Inc. Previously, Mr. Freudenthal was a Senior Biotechnology Equity
Research Analyst and a Vice President with Robertson Stephens & Company. Before
joining Robertson Stephens, Mr. Freudenthal also served as Director of
Healthcare Research at Brean Murray & Company, a privately held investment bank
in New York. Mr. Freudenthal attended the Yale School of Medicine where he
focused on Neurosurgery and Trauma Surgery. Prior to medical school,
Mr. Freudenthal was Senior Graduate Fellow in the Laboratory of Immunology &
Cellular Physiology at The Rockefeller University in New York, as well as a
National Science Foundation Fellow and a David C. Scott Foundation Fellow. From
1981 to 1985, Mr. Freudenthal was a Thomas J. Watson Scholar at the IBM Research
Center in Yorktown, New York. Mr. Freudenthal received his B.S. with a double
major in Molecular Biophysics & Biochemistry and Molecular Biology from Yale
College.

ANDREW E. SINGER is President of the Fund. Mr. Singer is also co-founder,
Chief Executive Officer and a director of meVC.com, Inc. Previously, Mr. Singer
was a Senior Associate at Robertson Stephens & Company. Before joining Robertson
Stephens, Mr. Singer was Director of New Business at The Shansby Group, a
venture capital fund managing approximately $120 million of investor capital.
Mr. Singer also served as a Financial Analyst at The Blackstone Group, a
boutique investment bank, where he evaluated

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<PAGE>

investments for Blackstone's $800 million leveraged acquisition fund and
provided strategic advisory services to portfolio companies of the fund.
Mr. Singer received his B.A. in East Asian Studies, cum laude with distinction
in the major, from Yale College and his M.B.A. with distinction from the Harvard
Business School.

PAUL WOZNIAK is Vice President, Chief Financial Officer and Treasurer of the
Fund. Mr. Wozniak is also Chief Operating Officer for meVC.com, Inc.
Mr. Wozniak has fourteen years experience in international fund management
operations. Previously, Mr. Wozniak served in various operational roles, most
recently as Vice President and Director, Mutual Fund Operations, at GT Global
Inc./AIM Funds. At GT Global, Mr. Wozniak was responsible for the overall
management of the mutual fund accounting and pricing groups for the GT Global
mutual fund family, comprising over $10 billion in 37 funds invested worldwide.
Mr. Wozniak also served as an officer of both GT Global Inc. and the GT Global
Family of Funds. Mr. Wozniak received his B.S. in Accounting from the University
of Scranton.

KENNETH PRIORE is Secretary of the Fund. Mr. Priore is also Internal Counsel
and Director of Policy and Compliance for meVC.com, Inc. Formerly, Mr. Priore
was employed with Charles Schwab & Co. in San Francisco. Most recently,
Mr. Priore served as Managing Attorney: Third Party Actions, Arbitration and
Litigation, for the Office of Corporate Counsel at Charles Schwab & Co., where
he managed an active litigation docket of over 400 open matters representing
over $100 million in customer assets. Prior to that, Mr. Priore served as Policy
Director, where he was responsible for strategic planning and participated in
product development teams for retail financial services and e-commerce
applications. Mr. Priore also served as a Corporate Attorney at Charles Schwab &
Co. Mr. Priore received his B.A. from Tufts University and his J.D. from Tulane
Law School.

LEGAL PROCEEDINGS

Mr. Grillos, serving in his capacity as a director of SmartForce, has been
named a defendant, along with SmartForce and certain of its former and current
officers and directors, in class action lawsuits filed in state and federal
courts alleging violation of the federal securities laws. These lawsuits allege
that the defendants misrepresented and/or omitted to state material facts
regarding SmartForce's business and financial condition and prospects in order
to artificially inflate and maintain the price of SmartForce's securities. The
lawsuits further allege that the defendants misrepresented and/or omitted to
state material facts in the registration statement and prospectus issued in
connection with SmartForce's merger with ForeFront Group, Inc., the result of
which was to artificially inflate the price of SmartForce's securities. The
state court class action has been stayed. The federal class action was
dismissed, with leave to amend, in July 1999. A motion to dismiss the amended
complaint is pending. Mr. Grillos and various other officers and directors of
SmartForce have also been named in a derivative action in California state
court. The allegations in the derivative action are substantially similar to
those of the class action complaints. Mr. Grillos is covered under SmartForce's
directors' and officers' insurance policy. Mr. Grillos and SmartForce believe
that these actions are without merit and intend to defend vigorously against
these claims.

THE INVESTMENT ADVISER

meVC Advisers is our investment adviser. meVC Advisers was incorporated in
Delaware in December 1999. meVC Advisers is a wholly-owned subsidiary of
meVC.com, Inc. The executive offices of meVC.com and meVC Advisers are located
at 991 Folsom Street, Suite 301, San Francisco, California 94107. meVC Advisers
is a registered investment adviser under the Advisers Act. meVC Advisers
currently has two directors and four officers, all of whom are our affiliates,
as defined in the Investment Company Act.

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<PAGE>
In return for its services, we have agreed to pay to meVC Advisers an annual
management fee equal to 2.5% of our average weekly net assets, payable in
monthly installments, and annual incentive compensation equal to 20% of our
annual realized capital gains net of realized and unrealized capital losses.

Mr. Singer is Chief Executive Officer of meVC Advisers and a member of its
board of directors.

Mr. Freudenthal is President of meVC Advisers and Chairman of its board of
directors.

Mr. Wozniak is Vice President, Operations of meVC Advisers.

Mr. Priore is Secretary of meVC Advisers.

The Investment Advisory Agreement may be terminated by meVC Advisers or the
Fund and the Investment Sub-Advisory Agreement may be terminated by Draper
Advisers, meVC Advisers or the Fund, in each case with written notice of
termination delivered to each party at least 60 days prior to the termination
date. meVC Advisers and Draper Advisers have agreed that in the event either of
them is terminated involuntarily by the Fund's board of directors, neither of
them may thereafter provide, directly or indirectly, investment advisory
services to the Fund. In the event of a termination of either agreement, our
board of directors will select a new investment adviser to implement our
investment objective and strategies.

THE INVESTMENT SUB-ADVISER

Draper Advisers, our Investment Sub-Adviser, was formed in November 1999.
Draper Advisers will identify, structure and negotiate investments for the Fund,
as well as monitor and assist our portfolio companies. The members of Draper
Advisers include the senior investment professionals of Draper Fisher Jurvetson
and its nationwide network of six affiliated venture capital firms. The managing
member of Draper Advisers, John M. Grillos, will be responsible for the
investment recommendations of Draper Advisers. The non-managing members of
Draper Advisers will be the source of much of our deal flow by presenting
potential investment opportunities to Mr. Grillos. The non-managing members will
also provide post-investment managerial assistance to many of our portfolio
companies. The non-managing members of Draper Advisers will not make investment
decisions on our behalf and have no obligation to provide services to us on an
exclusive basis.

The executive offices of Draper Advisers are located at 400 Seaport Court,
Suite 250, Redwood City, California 94063. Draper Advisers is a registered
investment adviser under the Advisers Act.

In return for its services as Investment Sub-Adviser, Draper Advisers will
receive from meVC Advisers an amount equal to 40% of the management fee we pay
to meVC Advisers. meVC Advisers has also agreed to pay Draper Advisers 90% of
the carried interest it receives from the fund. The investment sub-advisory
agreement may be terminated by meVC Advisers, Draper Advisers or us upon written
notice of such termination to each of the other parties at least 60 days prior
to the effective date of termination.

JOHN M. GRILLOS is the Managing Member of Draper Advisers.

TIMOTHY C. DRAPER is a Non-Managing Member of Draper Advisers. Mr. Draper is
also Managing Director of Draper Fisher Jurvetson Funds VI and V, of Draper
Fisher Associates Funds III and IV, a General Partner of Draper Associates II,
and sole Managing Partner of Draper Associates. He is also a Managing Director
of Draper Franchise, LLC and Draper Network Affiliates, LLC, entities that
establish and manage affiliated venture capital funds. Since 1985, various funds
with which he is affiliated have funded more than 150 companies. Before founding
Draper Associates, Mr. Draper worked in high-technology corporate finance for
Alex. Brown & Sons. Before that, he worked as a Marketing Engineer for
Hewlett-Packard, and was Assistant to the President at Apollo Computer.
Mr. Draper currently serves on the board of directors of GoTo.com, PLX
Technology, Tumbleweed Communications and various private companies, including
meVC.com. Mr. Draper received his B.S. in Electrical Engineering from Stanford
University and his M.B.A. from the Harvard Business School.

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<PAGE>

JOHN H. N. FISHER is a Non-Managing Member of Draper Advisers. Mr. Fisher is
also a Managing Director of Draper Fisher Jurvetson based in Redwood City,
California. Previously, Mr. Fisher was a venture capitalist at ABS Ventures. In
addition to his venture capital experience, Mr. Fisher served as Strategy
Consultant to software maker Abacus Concepts (acquired by SAS Institute), as
Financial Analyst in investment banking for Alex. Brown & Sons and as Account
Executive in the Capital Markets Group at Bank of America. Mr. Fisher currently
serves on the board of directors of Wit Capital and various private companies.
He also served on the board of directors of Medior prior to its acquisition by
America Online, WebLine Communications prior to its acquisition by Cisco
Systems, and C2B prior to its acquisition by Inktomi. Mr. Fisher received his
B.S. magna cum laude from Harvard College and his M.B.A. from the Harvard
Business School.

STEVEN T. JURVETSON is a Non-Managing Member of Draper Advisers.
Mr. Jurvetson is a Managing Director of Draper Fisher Jurvetson based in Redwood
City, California. Previously, Mr. Jurvetson was an R&D Engineer at
Hewlett-Packard. His prior technical experience also includes computer and
instrumentation design, materials science research, and programming at HP's PC
Division, the Center for Materials Research, and Mostek. He has also worked in
product marketing at Apple Computer and NeXT. Additionally, Mr. Jurvetson was a
Consultant at Bain & Company. He currently serves on the board of directors of
Kana Communications and various private companies. He served on the board of
directors of Hotmail from its inception through its acquisition by Microsoft.
Mr. Jurvetson also serves on the Merrill Lynch Technical Advisory Board and the
Microsoft Advisory Board for the Silicon Valley Developer Center. Mr. Jurvetson
received his B.S. in Electrical Engineering as the Henry Ford Scholar as well as
his M.S. in Electrical Engineering from Stanford University. He also received
his M.B.A. from the Stanford Graduate School of Business, where he was an Arjay
Miller Scholar.

WARREN PACKARD is a Non-Managing Member of Draper Advisers. Warren Packard
is also a Director at Draper Fisher Jurvetson based in Redwood City, California.
Mr. Packard co-founded Angara Database Systems, a venture funded software firm
focused on commercializing a high performance, main-memory database technology.
Prior to co-founding Angara, he was an Associate at Institutional Venture
Partners. Mr. Packard also served as a Senior Principal Engineer in the New
Business and Advanced Product Development Group at Baxter International. He
currently serves on the board of directors of Digital Impact, Direct Hit
Technologies, Fogdog Sports and various private companies. Mr. Packard received
his B.S. and M.S. in Mechanical Engineering: Smart Product Design from Stanford
University and is a member of Phi Beta Kappa. He also received his M.B.A. from
the Stanford Graduate School of Business, where he was an Arjay Miller Scholar.

JENNIFER SCOTT FONSTAD is a Non-Managing Member of Draper Advisers.
Ms. Fonstad is also a Director at Draper Fisher Jurvetson based in Redwood City,
California. Previously, she worked with SensAble Technologies, a start-up
pioneering three-dimensional haptics solutions. Ms. Fonstad also worked at the
Planning Technologies Group, where she focused on strategy development for
companies in the software and healthcare information industries, and led a team
in the design, prototyping, testing, and launch of a novel health-information
system. In addition, Ms. Fonstad worked for a start-up in Central Europe and as
an Associate Consultant with Bain & Company. She served on the board of
directors of iShip.com until it was purchased by Stamps.com, and currently
serves on the boards of NetZero and various private companies. She received her
B.S. cum laude from Georgetown University and her M.B.A. with distinction from
the Harvard Business School.

ANDREAS STAVROPOULOS is a Non-Managing Member of Draper Advisers. Andreas
Stavropoulos is also a Director at Draper Fisher Jurvetson based in Redwood
City, California. Most recently with McKinsey & Company in San Francisco, Mr.
Stavropoulos worked with senior management teams of corporate clients with an
emphasis on information technology. Prior to McKinsey, he was a Senior Analyst
at Cornerstone Research, a financial and economic consulting firm that helps
resolve issues arising in high-profile business litigation. He currently serves
on the Boards of AppStream, etang, Everdream and Headlight.com. Mr. Stavropoulos
received his B.S. in Computer Science, summa cum laude from Harvard College,
where he

26
<PAGE>

was a member of Phi Beta Kappa. He also received his M.S. in Computer Science
from Harvard University and his M.B.A. from Harvard Business School, where he
was a Baker Scholar.

RAJ ATLURU is a Non-Managing Member of Draper Advisers. He is also a Senior
Associate at Draper Fisher Jurvetson based in Redwood City, California. Prior to
joining Draper Fisher Jurvetson, he was a venture capitalist with TL Ventures
where he focused on early stage Internet business-to-business services and
applications companies. Before that, Raj worked for three years in the Leveraged
Finance Group and Asian Investment Banking Group of Credit Suisse First Boston,
in New York, Hong Kong and Singapore. He currently serves on the boards of
Digitalwork.com and Syncra Systems. He received his B.S. and M.S. in
Environmental Engineering from Stanford University and his M.B.A. from the
Stanford Graduate School of Business.

JOHN BACKUS is a Non-Managing Member of Draper Advisers. Mr. Backus is also
a Managing Partner of Draper Atlantic based in Reston, Virginia. Prior to
founding Draper Atlantic, Mr. Backus was a founding investor and the President
and Chief Executive Officer of US Order/InteliData Technologies, leading US
Order from initial revenue generation through a $65 million initial public
offering in 1995. During the past 15 years he has negotiated over 15 merger,
acquisition, divestiture, venture investment, and corporate finance transactions
with a combined value in excess of $500 million. Mr. Backus currently serves on
the board of directors of Amazing Media, iSay.com, Singleshop.com, and World
Airways and is the Vice-Chairman of the Northern Virginia Technology Council.
Mr. Backus received his B.A. in Economics from Stanford University and his
M.B.A. from the Stanford Graduate School of Business.

JIM LYNCH is a Non-Managing Member of Draper Advisers. Mr. Lynch also serves
as a Managing Partner of Draper Atlantic based in Reston, Virginia. Prior to
founding Draper Atlantic, Mr. Lynch served as a general partner for the Polaris
Fund, an investor in Redgate Communications and Medior, both acquired by America
Online. Prior to joining the Polaris Fund, Mr. Lynch taught finance at INCAE, a
Costa Rican based graduate school of business affiliated with Harvard
University. On behalf of Draper Atlantic, Mr. Lynch currently serves on the
board of directors of MultiCity.com, Roku and 2Wrongs.com. Mr. Lynch received
his B.A. cum laude in Economics from Yale College and his M.B.A. from the
Harvard Business School.

DANIEL RUA is a Non-Managing Member of Draper Advisers. Mr. Rua is also a
Principal of Draper Atlantic based in Reston, Virginia. Prior to joining Draper
Atlantic, Mr. Rua advised International Fiberoptic Technologies on strategic,
marketing and funding issues. Mr. Rua also provided Internet customer value
analysis and strategic planning for TotalSports, an Internet sports information
startup. His consulting efforts have been recognized by the NC Small Business
and Technology Development Center. Prior to his consulting efforts, Mr. Rua
worked 7 years in IBM's Networking Software group. He currently serves on the
board of directors of AuctionRover.com, neoButler.com and 2Wrongs.com. Mr. Rua
received his B.S. in Computer Engineering from the University of Florida. He
also received his J.D. with honors from the University of North Carolina School
of Law and his M.B.A. with Dean's Scholar distinction from the Kenan-Flagler
Business School.

TODD J. STEVENS is a Non-Managing Member of Draper Advisers. Mr. Stevens is
also Managing Director of the Wasatch Venture Fund based in Salt Lake City,
Utah. At Wasatch, Mr. Stevens has overseen investments in over 40 early-stage
high-technology companies. Prior to establishing the Wasatch Venture Fund,
Mr. Stevens was an experienced finance executive, having raised over $450
million in debt and equity for Utah companies during the pervious ten years. He
also worked in real estate development, planning and control for Homart
Development (a subsidiary of Sears) and as Treasurer for a Utah-based publicly
traded company. Mr. Stevens serves on the board of directors of several
portfolio companies including InsurQuote Systems and Sandbox Entertainment, as
well as MACC Private Equities Inc. He recieved his B.S. in Accounting and
Management from the University of Utah and his M.B.A. from the Harvard Business
School.

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KENT I. MADSEN is a Non-Managing Member of Draper Advisers. Mr. Madsen is
also a Partner of the Wasatch Venture Fund based in Salt Lake City, Utah.
Previously, Mr. Madsen worked for Ford Motor Company in the Advanced Technology
Group. He then transferred to Ford's China Operations where he helped to write,
present and negotiate joint venture proposals. Mr. Madsen then relocated to head
the Product Development efforts at the newly established joint venture in China.
Presently, Mr. Madsen serves on the board of directors of theDial, EdgeMail
Technologies, 1800weddings, Alta Technology and ZZSoft. Mr. Madsen received his
B.S. in Mechanical Engineering and Applied Mechanics from the University of
Pennsylvania. He also received his M.S. in Mechanical Engineering from the
University of Michigan and his M.A. in International Studies, earned as a Lauder
Fellow, from the Lauder Institute at the University of Pennsylvania. Mr. Madsen
also received his M.B.A. is from The Wharton School.

FRANK M. CREER is a Non-Managing Member of Draper Advisers. Mr. Creer is
also a Managing Director and a co-founder of Zone Ventures based in Los Angeles,
California. Mr. Creer is also a Partner of the Wasatch Venture Fund based in
Salt Lake City, Utah. Mr. Creer has worked in management consulting for small to
medium size technology businesses and has also placed financing for a diverse
range of real estate developments. Mr. Creer also worked in the development
group of a publicly traded company where he was involved in financial analysis
and economic feasibility studies of proposed projects. Mr. Creer currently
serves on the board of directors of AllPets, Inc., emWare, Inc., e-Style, Inc.,
GoWarehouse.com, Perks.com, and ZKey.com. Mr. Creer received his B.S. in
University Studies with a Finance and Entrepreneurial emphasis from the
University of Utah.

DAVID L. CREMIN is a Non-Managing Member of Draper Advisers. Mr. Cremin is
also a Partner and co-founder of Zone Ventures based in Los Angeles, California.
With over nine year of experience working as an entrepreneur, Mr. Cremin
specializes in developing high growth businesses. Prior to Zone Ventures, he
served as President of Vis-a-Vis Entertainment, a start up entertainment
information content provider, where he continues to serve as a director. Before
that, Mr. Cremin worked in strategic planning at Citicorp Credit Services. Mr.
Cremin currently serves on the board of directors of Digitoy, Inc. (Rocket
Radio), LassoPower, Inc., ShowBIZ Data, Inc. and Zone Communications, Inc. As an
advocate for the growth of a technology culture in Southern California, Mr.
Cremin founded the Zone Club, a non-profit civic organization, which serves to
unite isolated Southern California groups, companies, associations and
entrepreneurs related to technology and new media. Mr. Cremin received his B.S.
in Industrial Engineering from Stanford University.

N. DARIUS SANKEY is a Non-Managing Member of Draper Advisers. Dr. Sankey is
also a Partner of Zone Ventures based in Los Angeles, California. Dr. Sankey has
over five years of experience working on communications, optoelectronics and
network technologies. Previously, Dr. Sankey was a Consultant at McKinsey &
Company. Prior to McKinsey, Dr. Sankey worked in strategic planning, consulting
and R&D positions at Portland Software, AT&T Solutions, RAND and AT&T Bell
Laboratories. In addition, Dr. Sankey has focused research efforts on business
development and product marketing for e-commerce businesses in the areas of
communications services, enterprise software systems, financial services, and
digital content management. He currently sits on the boards of StaticOnline.com,
ElectricPal.com, and 3GA, Inc. Dr. Sankey received his B.S. degrees in Physics
and Electrical Engineering from M.I.T. and his Ph.D. in Optical Engineering from
the Institute of Optics, University of Rochester.

WILLIAM R. KALLMAN is a Non-Managing member of Draper Advisers. Mr. Kallman
is also Managing Partner of Timberline Ventures in Vancouver, Washington.
Mr. Kallman has over 14 years of high-technology industry operating and
entrepreneurial experience as a board member, CEO/President, and business
development executive. Mr. Kallman has guided and managed multi-stage technology
venture development, assembled and led senior management and technical teams,
and raised venture capital, venture leasing, and corporate partner strategic
funding for early-stage companies. He serves on the board of directors of the
Oregon Entrepreneur Forum and several Timberline portfolio companies including
Applied Inference, Bidpath.com, MusicCity.com, and Zairmail. Mr. Kallman has
additional prior experience in marketing and sales, operations, and engineering
from Kollmorgen, Cray Research, and Hewlett-

28
<PAGE>

Packard. Mr. Kallman received his B.A. in Chemistry from Reed College, his M.S.
in Material Science & Engineering from Stanford University, and his M.B.A. from
the Harvard Business School.

JEFFREY C. TUNG is a Non-Managing member of Draper Advisers. Mr. Tung is
also Managing Partner of Timberline Ventures in Vancouver, Washington. Mr. Tung
has over 14 years of experience as an early-stage information technology venture
capital investor, including Documentum. From its inception in 1989 to its
completion in 1997, Mr. Tung was a Vice President and a Partner of Xerox
Technology Ventures (XTV), a corporate-backed venture capital fund. Prior to
XTV, Mr. Tung was an Associate Partner at KBA Partners, a $100 million
technology venture investment fund. Before that, Mr. Tung worked as a Product
Manager for Networking Products at Intel and a Project Leader at Lockheed
Martin. Mr. Tung has served on the board of directors and interim CEO for many
portfolio companies including XTV, Documentum, and presently at Timberline's
Virtual Relocation, eTrieve. Mr. Tung received his B.S. and his M.S. degrees in
Electrical Engineering from M.I.T. and his M.B.A. from the Harvard Business
School.

ROSS H. GOLDSTEIN is a Non-Managing member of Draper Advisers. Mr. Goldstein
is also a Managing Partner and co-founder of Draper Fisher Jurvetson Gotham
Ventures based in New York City. Prior to co-founding Draper Fisher Jurvetson
Gotham, Mr. Goldstein was Executive Vice President and Chief Financial Officer
of Interactive Imaginations, Inc., the predecessor company to 24/7 Media, Inc.
Prior to joining Interactive Imaginations, Mr. Goldstein was with Morgan Stanley
for 13 years, where he had most recently been a senior banker responsible for
equity financings for the firm's technology, telecommunications and media
clients such as Netscape, America Online, Silicon Graphics and Applied
Materials. Mr. Goldstein serves on the advisory board of directors of PassLogix,
Inc. Mr. Goldstein received his B.S. in Applied Mathematics-Economics, magna cum
laude from Brown University and his M.B.A. from the Stanford University Graduate
School of Business.

DANIEL J. SCHULTZ is a Non-Managing member of Draper Advisers. Mr. Schultz
is also a Managing Partner and a co-founder of Draper Fisher Jurvetson Gotham
Ventures based in New York City. Mr. Schultz has spent his career advising,
financing and investing in emerging technology, telecom and other growth
companies. Over the last 14 years, Mr. Schultz has held various senior equity
positions with Lehman Brothers in New York and London. Most recently, Mr.
Schultz managed the firm's venture capital and private equity financing
department raising over $300 million in 16 transactions for a variety of
Internet, software, new media, information services and healthcare companies.
Prior to that Mr. Schultz was responsible for securing, structuring and
executing equity offerings for emerging growth companies in the U.S., Europe and
Israel. Mr. Schultz is a Limited Partner in an existing international technology
venture capital fund and is an investor in a number of private venture-stage
companies, including Active Impulse Systems, PassLogix and System Management
ARTS. He is a member of the Investment Committee of the endowment fund of the
American Friends of The Hebrew University and is the Assistant Treasurer for the
group. Mr. Schultz received his A.B. in Economics from Columbia University.

JOSEPH A. KATARINCIC, JR. is a Non-Managing member of Draper Advisers. Mr.
Katarincic is also a Manging Director of Draper Triangle Ventures. He is also a
Principal of Triangle Capital Corporation and of Lycos Ventures. Previously,
Mr. Katarincic served as Vice President - Corporate Development and General
Counsel of J. Edward Connelly Associates, Inc., a diversified holding company,
where he was responsible for all corporate acquisitions, divestitures and
financings. Prior to that, Mr. Katarincic was an Associate at Skadden, Arps,
Slate, Meagher & Flom, an international law firm. Mr. Katarincic serves on the
board of directors of Exonic Systems Corp. Mr. Katarincic received his B.A. in
Economics from the College of the Holy Cross, his J.D. from the University of
Pittsburgh School of Law and his M.B.A. from the Carnegie Mellon University
Graduate School of Industrial Administration.

29
<PAGE>

VALUATION OF PORTFOLIO SECURITIES

As a general principle, the current fair value of an investment is the
amount that we might reasonably expect to receive for the asset if it were
currently sold by us. There is a range of values that is reasonable for
investments in private companies at any particular time. Generally, our board of
directors will initially set the fair value of each of our investments at cost.
Upon the occurrence of a significant development or other factor affecting a
portfolio company, including results of operations, changes in general market
conditions, subsequent financing or the availability of market quotations, our
board of directors will determine whether such events provide a basis for
valuing such investment at a number other than cost.

We anticipate that many of our investments for which a public market does
not exist will be restricted securities under the Securities Act. Whenever
possible, Draper Advisers will negotiate for registration rights for us in
connection with our investments. The value for investments for which no public
market exists cannot be precisely determined. Generally, our board of directors
will value such investments on a going concern basis without considering
disposition costs. On a quarterly basis, and at such other times as deemed
appropriate under the circumstances, our board of directors will prepare a
valuation of our assets. We will publish our net asset value on a weekly basis.

Our board of directors will value our portfolio investments for which market
quotations are readily available and which are freely transferable as follows:
(i) securities traded on a securities exchange or the Nasdaq Market will be
valued at the closing price on the day the securities are being valued and
(ii) securities traded in the over-the-counter market will be valued at the
average of the closing bid and asked prices for the trading day the securities
are being valued. Our board of directors will value those portfolio investments
for which market quotations are readily available but are restricted from free
trading in the public securities markets, including stock subject to Rule 144
under the Securities Act, by discounting the closing price or the closing bid
and asked prices for the last trading day prior to the date of valuation to
reflect the illiquidity imposed by the Rule 144 restrictions, but taking into
consideration whether we have any contractual registration rights. For this
purpose, an investment that is exercisable for or convertible into a security
for which market quotations are readily available or otherwise contains the
right to acquire such a security will be deemed to be an investment for which
market quotations are readily available, but the value of the security will be
reduced by any consideration to be paid by us in connection with the exercise or
conversion.

With respect to any debt securities in our portfolio with a maturity date
within 60 days of the valuation date, our board of directors will value such
securities using the amortized cost method. Securities with a maturity date of
more than 60 days after the valuation date for which there is a market and which
are freely transferable will be valued at the most recent bid price or yield
equivalent as obtained from dealers that make markets in such securities.
Certificates of deposit held in our portfolio will generally be valued at their
face value, plus accrued interest.

The fair value of investments for which no market exists and for which our
board of directors has determined that the original cost of the investment is no
longer an appropriate valuation will be determined on the basis of procedures
established in good faith by our board of directors. Valuations will be based
upon such factors as earnings and net worth, the market price of similar
securities of comparable companies and an assessment of future financial
prospects. In the case of unsuccessful operations, the valuation may be based
upon anticipated liquidation proceeds.

Our board of directors may also consider, when available, a follow-on
investment in a portfolio company's securities as the basis of valuation. This
method of valuing a follow-on investment will be used only with respect to
completed transactions. Publicly-traded securities with legal, contractual or
practical restrictions on transfer may be valued at a discount from their value
determined by the foregoing methods to reflect these restrictions.

30
<PAGE>

Our board of directors will review its valuation policies from time to time
and make any necessary adjustments. Our board of directors may also hire
independent consultants to review our valuation procedures or to conduct an
independent valuation.

To determine the net asset value per share of our common stock, the value of
our assets, including our portfolio securities, will be determined by our board
of directors, and our liabilities, if any, will be subtracted, and the
difference will be divided by the number of outstanding shares of our common
stock on the date of valuation.

The value of our portfolio securities is inherently subjective. Our net
asset value, as determined by the board of directors, may also not fully reflect
the price at which you could sell your shares in the secondary market, if a
secondary market for our shares were to develop.

31
<PAGE>

INVESTMENT COMPANY ACT REGULATION

We have elected to be regulated as a business development company under the
Investment Company Act. A business development company is defined as a domestic,
closed-end company that is operated for the purpose of making specific types of
investments and that makes available significant managerial assistance to the
companies in which it invests.

Business development companies are exempt from certain provisions of the
Investment Company Act of 1940 and the Investment Advisers Act of 1940.
Specifically, as a business development company we are regulated only by those
portions of the Investment Company Act pertaining to business development
companies, are not required to register as an investment company and are
otherwise exempt from the majority of the provisions of the Investment Company
Act. The provisions that we are subject to are somewhat less stringent than
those pertaining to registered investment companies. In addition, as a business
development company we are able to base the compensation that we pay to our
investment adviser and investment sub-adviser on our performance, which is
otherwise prohibited by the Investment Advisers Act. We believe that this
compensation structure will assist us in attracting highly qualified investment
advisers and investment sub-advisers.

As a business development company, we are required to have:

- At least 70% of our investments in eligible assets before investing in
non-eligible assets, and

- We must provide or make available significant managerial assistance to our
portfolio companies.

ELIGIBLE ASSETS

Eligible assets include:

- Securities of an eligible portfolio company which are purchased from that
company in a private transaction. An eligible portfolio company is a
company that:

- is organized and has its principal place of business in the United
States,

- subject to certain narrowly defined exceptions, is not itself a
registered investment company,

- has no class of securities listed on a national securities exchange
or on a dealers' margin list,

- is actively controlled by a business development company, either
alone or acting as part of a controlling group, and an affiliate of
the business development company serves on such company's board of
directors, or

- meets certain other criteria as may be established from time to time
by the Securities and Exchange Commission pursuant to its rule-making
authority.

- Securities received by the business development company in connection with
its ownership of securities of an eligible portfolio company, or

- Cash, cash items, government securities, or high quality debt securities
maturing in one year or less from the time of investment.

SIGNIFICANT MANAGERIAL ASSISTANCE

Significant managerial assistance includes:

- Any arrangement in which a business development company offers to provide,
and, if accepted, provides, significant guidance and counsel concerning
the management, operations, or business objectives and policies of a
portfolio company, or

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<PAGE>
- The exercise by a business development company of a controlling influence
over the management or policies of a portfolio company by the business
development company acting individually or as part of a group acting
together which controls the portfolio company.

REGULATORY RESTRICTIONS

The Investment Company Act requires that at least a majority of our board of
directors be composed of individuals who are not "interested persons," as such
term is defined in the Investment Company Act.

The Investment Company Act also places certain restrictions on our ability
to take certain actions. We may not alter or change our investment objectives,
strategies or policies such that we cease to be a business development company,
nor can we voluntarily withdraw our election to be regulated as a business
development company, without the approval of the holders of a majority, as
defined in the Investment Company Act, of our outstanding voting securities.
Such approval is also required before we may change our status as a
non-diversified investment company.

We are also prohibited by the Investment Company Act from knowingly
participating in a joint transaction, including a co-investment in a portfolio
company with an affiliated person, including any of our directors, meVC
Advisers, Draper Advisers or any entity managed or advised by any of them. To
allow co-investments with Draper Fisher Jurvetson and its network of venture
capital affiliates, we have applied to the SEC for exemptive relief from this
provision of the Investment Company Act.

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<PAGE>
DESCRIPTION OF CAPITAL STOCK

COMMON STOCK

The table below sets forth certain information about our capital stock.

<TABLE>
<CAPTION>
(4)
AMOUNT
(2) (3) OUTSTANDING
(1) AMOUNT AMOUNT HELD BY THE FUND EXCLUSIVE OF AMOUNT
TITLE OF CLASS AUTHORIZED OR FOR ITS ACCOUNT SHOWN UNDER (3)
-------------- ----------- ----------------------- -------------------
<S> <C> <C> <C>
Common Stock, $.01 par value.............. 150,000,000 (0) 250
</TABLE>

Holders of shares of our common stock are entitled to one vote per share on
all matters submitted for action by our stockholders. Our stockholders do not
have cumulative voting rights with respect to the election of directors and,
thus, the holders of a majority of our outstanding shares can, if they choose to
do so, elect all of our directors. The holders of shares of our common stock are
entitled to receive dividends when, as and if declared by our board of directors
out of funds legally available for this purpose.

If we are liquidated, dissolved or wound up, holders of our common stock are
entitled to share ratably in all of our remaining assets after payment of any
outstanding liabilities. Holders of shares of our common stock have no
conversion, preemptive or other subscription rights, nor do shares of our common
stock carry redemption rights. All of the outstanding shares of our common stock
are, and the shares offered in this offering, when issued against payment for
them, will be, fully-paid and non-assessable.

CERTAIN ASPECTS OF OUR CERTIFICATE OF INCORPORATION AND BYLAWS

CLASSIFIED BOARD

Our certificate of incorporation provides for a classified board of
directors consisting of three classes of directors, each serving staggered
three-year terms. As a result, a portion of our board of directors will be
elected each year. John M. Grillos and Peter S. Freudenthal have been designated
Class I directors whose terms expire at the 2000 annual meeting of stockholders.
has been designated as a Class II director whose term expires at the
2001 annual meeting of stockholders. and have been
designated as Class III directors whose terms expire at the 2002 annual meeting
of stockholders. This classification of the board of directors may delay or
prevent a change in control of our company or in our management.

EXECUTIVE OFFICERS

Executive officers are appointed by the board of directors on an annual
basis and serve until their successors have been duly elected and qualified.
There are no family relationships among any of our directors, officers or key
employees.

BOARD COMMITTEES

Our board of directors has established an audit committee. The audit
committee currently consists of Messrs. and . The
audit committee reviews our internal accounting procedures and consults with and
reviews the services provided by our independent accountants.

EXECUTIVE COMPENSATION

Since we are newly organized, we have not yet paid compensation to any of
our directors or officers.

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<PAGE>
LIMITATIONS ON DIRECTORS' LIABILITY AND INDEMNIFICATION

Our certificate of incorporation limits the liability of directors to the
maximum extent permitted by Delaware law. Delaware law provides that directors
of a corporation will not be personally liable for monetary damages for breach
of their fiduciary duties as directors, except liability for any of the
following:

- any breach of their duty of loyalty to the corporation or its
stockholders;

- acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;

- unlawful payments of dividends or unlawful stock repurchases or
redemptions; or

- any transaction from which the director derived an improper personal
benefit.

This limitation of liability does not apply to liabilities arising under the
federal securities laws and does not affect the availability of equitable
remedies such as injunctive relief or rescission.

Our certificate of incorporation also provides that, to the fullest extent
permitted under Delaware law, our directors may participate in other business or
investing activities, even if such other activities are in competition with our
business. Moreover, in the event any of our directors are involved in any such
activities:

- they may, but are not obligated to, offer us the opportunity to
participate in such activities;

- the Fund will have no claim on or right to receive any income or profit
which such directors may derive from any such activities; and

- such directors will not be liable to the Fund or its stockholders for
monetary damages for loss of corporate opportunity or otherwise because of
their participation in any such activities.

Our certificate of incorporation and bylaws provide that we shall indemnify
our directors and executive officers and may indemnify our other officers and
employees and other agents to the fullest extent permitted by applicable law.
Our bylaws also permit us to secure insurance on behalf of any officer,
director, employee or other agent for any liability arising out of his or her
actions in such capacity, regardless of whether our bylaws would permit
indemnification.

We have entered into agreements to indemnify our directors and executive
officers, in addition to indemnification provided for in our bylaws. These
agreements, among other things, provide for indemnification of our directors and
executive officers for expenses, judgments, fines and settlement amounts
incurred by any such person in any action or proceeding arising out of such
person's services as a director or executive officer or at our request. We
believe that these provisions and agreements are necessary to attract and retain
qualified persons as directors and executive officers.

The limited liability and indemnification provisions in our certificate of
incorporation and bylaws may discourage stockholders from bringing a lawsuit
against our directors for breach of their fiduciary duty and may reduce the
likelihood of derivative litigation against our directors and officers, even
though a derivative litigation, if successful, might otherwise benefit us and
our stockholders. A stockholder's investment in us may be adversely affected to
the extent we pay the costs of settlement or damage awards against our directors
or officers under these indemnification provisions.

At present, there is no pending litigation or proceeding involving any of
our directors, officers or employees in which indemnification is sought, nor are
we aware of any threatened litigation that may result in claims for
indemnification.

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<PAGE>
DELAWARE ANTI-TAKEOVER LAW AND CHARTER AND BYLAW PROVISIONS

Provisions of Delaware law and our certificate of incorporation and bylaws
could make the following more difficult:

- the acquisition of us by means of a tender offer;

- acquisition of us by means of a proxy contest or otherwise; or

- the removal of our incumbent officers and directors.

These provisions, summarized below, are expected to discourage coercive
takeover practices and inadequate takeover bids. These provisions are also
designed to encourage persons seeking to acquire control of us to first
negotiate with our board. We believe that the benefits of increased protection
of our potential ability to negotiate with the proponent of an unfriendly or
unsolicited proposal to acquire or restructure us outweigh the disadvantages of
discouraging such proposals because negotiation of such proposals could result
in an improvement of their terms.

ELECTION AND REMOVAL OF DIRECTORS. Our board of directors is divided into
three classes. The directors in each class will serve for a three-year term, one
class being elected each year by our stockholders. This system of electing and
removing directors may tend to discourage a third party from making a tender
offer or otherwise attempting to obtain control of us because it generally makes
it more difficult for stockholders to replace a majority of the directors.

STOCKHOLDER MEETINGS. Under our certificate of incorporation, only the
board of directors, the Chairman of the Board, Vice Chairman, Chief Executive
Officer or President may call special meetings of stockholders.

ADOPTION, AMENDMENT OR REPEAL OF OUR BYLAWS. Our certificate of
incorporation provides that any adoption, amendment or repeal of our Bylaws will
require the approval of:

- at least 66-2/3% of the total number of our authorized directors,
irrespective of any vacancies that may exist on the board of directors at
the time; or

- the holders of at least 66-2/3% of the then outstanding shares of our
capital stock entitled to vote on the matter.

REMOVAL OF DIRECTORS. Our certificate of incorporation provides that our
stockholders may remove one or more of our directors only for cause and only
with the affirmative approval of the holders of at least 75% of the then
outstanding shares of our capital stock entitled to vote on the matter.

CONVERSION TO OPEN-END INVESTMENT COMPANY. Our certificate of incorporation
provides that any proposal to convert us from a closed-end investment company to
an open-end investment company will require the affirmative approval of (i) at
least 75% of our continuing directors and (ii) the holders of at least 75% of
the then outstanding shares of our capital stock entitled to vote on the matter.
A continuing director is any director:

- who is not a person or affiliate of a person who enters or proposes to
enter into a business combination with us; and

- who has been a director for at least 12 months; or

- who is a successor of a continuing director who is not a person or
affiliate of a person who enters or proposes to enter into a business
combination with us and was appointed to the board of directors by a
majority of the continuing directors.

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<PAGE>
REQUIREMENTS FOR ADVANCE NOTIFICATION OF STOCKHOLDER NOMINATIONS AND
PROPOSALS. Our bylaws establish advance notice procedures with respect to
stockholder proposals and the nomination of candidates for election as
directors, other than nominations made by or at the direction of the board of
directors.

AMENDMENT OF CHARTER PROVISIONS. The amendment of any of the above
provisions would require approval by holders of at least 66-2/3% of the then
outstanding shares of our capital stock entitled to vote on the matter.

ANNUAL MEETINGS

We intend to hold annual meetings of our stockholders to elect our directors
and take such other action as may be necessary or appropriate if we are required
to do so under applicable law or rules of exchanges or other applicable
regulatory agencies.

DISTRIBUTIONS

At least one time per year, we will make distributions of cash and
securities to you of at least 90% of the net investment income we receive from
interest and dividends plus net short-term capital gains. We intend to make the
first distribution, which will likely be comprised entirely of investment income
from short-term investments in accordance with our investment objective, by
December 31, 2000. If we incur indebtedness, however, the Investment Company Act
limits our ability to make distributions if at any time our "asset coverage
ratio" is below 300%.

We will also distribute from time to time any capital gains we realize from
our investments in portfolio companies. In addition, if any of our portfolio
companies elects to sell its shares in an initial public offering, or if we
receive publicly-traded stock from an acquirer of one of our portfolio
companies, the board of directors may distribute pro rata our shares or a
portion of our shares of that company's capital stock. Any shares we distribute
may be subject to certain transfer restrictions, including a lock-up period
which may prohibit you from selling the distributed shares for up to six months.
The timing of capital gains distributions will vary depending on when we
liquidate our investments in individual portfolio companies.

We intend to qualify for the special tax treatment provided under Subchapter
M of the Internal Revenue Code. To qualify for such treatment, we must
distribute to our stockholders for each taxable year at least 90% of our
investment company taxable income (consisting generally of net investment income
and net short-term capital gains). These distributions will be taxable to you as
ordinary income or capital gains. You may be proportionately liable for taxes on
income and gains of the Fund, but, if you are not subject to tax on your income,
should not be required to pay tax on amounts distributed to you. We will inform
stockholders regularly of the amount and nature of our income and gains. A more
detailed discussion of the federal income tax considerations applicable to us
and to an investment in shares of our common stock is included in the SAI under
the heading "Federal Income Tax Matters."

DIVIDEND REINVESTMENT PLAN

All of our stockholders who hold shares of common stock in their own name
will automatically be enrolled in our Dividend Reinvestment Plan, or the Plan.
All such stockholders will have their cash dividends and distributions
automatically reinvested by State Street Bank and Trust Company, or the Plan
Agent, in additional shares of our common stock. Any stockholder may, of course,
elect to receive his or her dividends and distributions in cash. For any of our
shares that are held by banks, brokers or other entities that hold our shares as
nominees for individual stockholders, the Plan Agent will administer the Plan on
the basis of the number of shares certified by any nominee as being registered
for stockholders that have not elected to receive dividends and distributions in
cash. To receive your dividends and distributions in cash, you must notify the
Plan Agent, or your broker or other nominee, as the case may be, in writing.

37
<PAGE>
The Plan Agent serves as agent for the stockholders in administering the
Plan. When we declare a dividend or distribution payable in cash or in
additional shares of our common stock, those stockholders participating in the
Plan will receive their dividend or distribution in additional shares of our
common stock. Such shares will be either newly issued by us or purchased in the
open market by the Plan Administrator. If the market value of a share of our
common stock on the record date for such dividend or distribution equals or
exceeds the net asset value per share on that date, we will issue new shares at
the net asset value. If the net asset value exceeds the market price, the Plan
Agent will purchase in the open market such number of shares as is necessary to
complete the distribution.

The Plan Agent will maintain all stockholder accounts in the Plan and
furnish written confirmation of all transactions. Shares of our common stock in
the Plan will be held in the name of the stockholder and such stockholder will
be considered the beneficial owner of such shares for all purposes.

There is no charge to stockholders for participating in the Plan or for the
reinvestment of dividends and distributions. We will not incur brokerage fees
with respect to newly issued shares issued in connection with the Plan.
Stockholders will, however, be charged a pro rata share of any brokerage fee
charged for open market purchases in connection with the Plan.

We may terminate the Plan at any time. We may also amend the Plan upon
providing written notice to stockholders participating in the Plan at least
thirty days prior to such amendment. You may withdraw from the Plan upon written
request to the Plan Agent. You may obtain additional information about the Plan
from the Plan Agent.

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<PAGE>
UNDERWRITING

We have entered into an underwriting agreement with the underwriters named
below, for whom Prudential Securities Incorporated and are acting as
representatives. We are obligated to sell, and the underwriters are obligated to
purchase, all of the shares offered hereby, if any are purchased. Subject to the
terms and conditions of the underwriting agreement, each underwriter has
generally agreed to purchase the shares indicated opposite its name:

<TABLE>
<CAPTION>
NUMBER
UNDERWRITERS OF SHARES
- ------------ ---------
<S> <C>
Prudential Securities Incorporated..........................

------
Total...............................................
======
</TABLE>

The underwriters may sell more shares than the total number of shares
offered on the cover page of this prospectus and they have, for a period of 30
days from the date our shares begin trading, an over-allotment option to
purchase up to additional shares from the Fund. If any additional shares
are purchased, the underwriters will severally purchase the shares in the same
proportion as purchased in the table above.

The representatives of the underwriters have advised us that the shares will
be offered to the public at the offering price indicated on the cover page of
this prospectus. The underwriters may allow to selected dealers a concession not
in excess of $ per share and such dealers may reallow a concession not in
excess of $ per share to certain other dealers. After the shares are
released for sale to the public, the representatives may change the offering
price and the concessions. The representatives have informed us that the
underwriters do not intend to sell shares to any investor who has granted them
discretionary authority.

We have agreed to pay the underwriters the following sales load, assuming
both no exercise and full exercise of the underwriters' over-allotment applied
to purchase additional shares:

<TABLE>
<CAPTION>
TOTAL SALES LOAD
--------------------------------------------------------
PER WITHOUT EXERCISE OF FULL EXERCISE OF
SHARE OVER-ALLOTMENT OPTION OVER-ALLOTMENT OPTION
-------- --------------------- ---------------------
<S> <C> <C> <C>
Sales load paid by the Fund.................... $ $ $
</TABLE>

The Fund, meVC Advisers and Draper Advisers have each agreed to indemnify
the several underwriters or to contribute to the losses arising out of certain
liabilities, including liabilities under the Securities Act. The Fund has agreed
to pay an advisory fee to Prudential Securities Incorporated.

We, our officers and directors, the officers and directors of meVC Advisers
and the members of Draper Advisers have entered into lock-up agreements pursuant
to which we and they have agreed not to offer or sell any shares of common stock
or securities convertible into or exchangeable or exercisable for shares of
common stock for a period of 180 days from the date of this prospectus without
the prior written consent of Prudential Securities Incorporated on behalf of the
underwriters. Prudential Securities Incorporated may, at any time and without
notice, waive the terms of these lock-up agreements specified in the
underwriting agreement.

39
<PAGE>
In order to meet the requirements for listing the Shares on a national
exchange the underwriters have undertaken to sell lots of 100 or more shares to
a minimum of 2,000 beneficial holders. The minimum investment requirement is 100
Shares (or $ ).

Prior to this offering there has been no public market for the shares or any
other securities of the Fund. Prior to completion of this offering, meVC
Advisers will control the Fund.

In the ordinary course of their businesses, Prudential Securities
Incorporated, some of the other underwriters and their respective affiliates
have in the past engaged, and in the future may engage in investment banking and
financial transactions with the Fund, meVC Advisers, Draper Advisers or their
affiliates.

Prudential Securities Incorporated, on behalf of the underwriters, may
engage in the following activities in accordance with applicable securities
rules:

- over-allotments involving sales in excess of the offering size, creating a
short position. Prudential Securities Incorporated may elect to reduce
this short position by exercising some or all of the over-allotment
options.

- stabilizing and short covering; stabilizing bids to purchase the shares
are permitted if they do not exceed a specified maximum price. After the
distribution of shares has been completed, short covering purchases in the
open market may also reduce the short position. These activities may cause
the price of the shares to be higher than would otherwise exist in the
open market.

- penalty bids permitting the representatives to reclaim concessions from a
syndicate member for the shares purchased in the stabilizing or short
covering transactions.

Such activities, which may be commenced and discontinued at any time, may be
effected on a national securities market, in the over-the-counter market or
otherwise.

Each underwriter has represented that it has complied and will comply with
all applicable laws and regulations in connection with the offer, sale or
delivery of the shares and related offering materials in the United Kingdom,
including:

- the Public Offers of Securities Regulation 1995,

- the Financial Services Act 1986, and

- the Financial Services Act 1986, (Investment Advertisements) (Exemptions)
Order 1986 (as amended).

Prudential Securities Incorporated facilitates the marketing of new issues
online through its PrudentialSecurities.com division. Clients of Prudential
Advisor-SM-, a full service brokerage firm program, may view offering terms and
a prospectus online and place orders through their financial advisors.

40
<PAGE>
LEGAL MATTERS

Certain legal matters with respect to the offering will be passed upon for
the Fund by Pillsbury Madison & Sutro LLP, San Francisco, California, and for
the underwriters by Cleary, Gottlieb, Steen & Hamilton, Washington, D.C.

EXPERTS

Our Statement of Assets and Liabilities as of December 8, 1999 has been
included herein in reliance upon the report of PricewaterhouseCoopers LLP, San
Francisco, California, independent auditors to the Fund, appearing elsewhere
herein, given on the authority of the same firm as experts in auditing and
accounting.

41
<PAGE>
TABLE OF CONTENTS OF THE
STATEMENT OF ADDITIONAL INFORMATION

<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
Investment Policies......................................... 2
Management.................................................. 4
Investment Company Act Regulation........................... 6
Potential Conflicts of Interest............................. 8
Federal Income Tax Matters.................................. 9
ERISA Matters............................................... 12
Transfer Agent and Registrar................................ 13
Dividend Disbursing Agent................................... 13
Custodian................................................... 13
Sub-Administrator........................................... 13
</TABLE>

42
<PAGE>
ADDITIONAL INFORMATION

We have filed with the Securities and Exchange Commission a registration
statement on Form N-2 with respect to the shares of our Common Stock offered by
this prospectus. This prospectus, which is a part of the registration statement,
does not contain all of the information set forth in the Registration Statement
or the exhibits and schedules which are a part of the registration statement.
Additional information concerning us and our common stock is included in the
Registration Statement and its exhibits and schedules. You may read and copy any
document we file at the SEC's public reference room in Washington, DC. Please
call the SEC at 1-800-SEC-0330 for further information on the public reference
room. Our SEC filings are also available to the public from the SEC's website at
HTTP://WWW.SEC.GOV.

Upon completion of this offering, we will be subject to the information and
periodic reporting requirements of the Securities Exchange Act and will file
periodic reports, proxy statements and other information with the SEC. Such
periodic reports, proxy statements and other information will be available for
inspection and copying at the SEC's public reference room, from the SEC's
website at HTTP:// WWW.SEC.GOV and from our website at
HTTP://WWW.MEVC.COM/MEVCDRAPERFUND.ASP.

43
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS

To the Shareholder and Directors of
meVC Draper Fisher Jurvetson Fund I, Inc.:

In our opinion, the accompanying statement of assets and liabilities
presents fairly, in all material respects, the financial position of meVC Draper
Fisher Jurvetson Fund I, Inc. (the Fund), at December 8, 1999, in conformity
with generally accepted accounting principles. This financial statement is the
responsibility of the Fund's management; our responsibility is to express an
opinion on this financial statement based on our audit. We conducted our audit
of this financial statement in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statement is free of material
misstatement. An audit includes, examining on a test basis, evidence supporting
the amounts and disclosures in the financial statement, assessing the accounting
principles used and significant estimates made by management, and evaluating the
overall financial statement presentation. We believe that our audit provides a
reasonable basis for the opinion expressed above.

PricewaterhouseCoopers LLP
San Francisco, California
December 13, 1999

44
<PAGE>
MEVC DRAPER FISHER JURVETSON FUND I, INC.

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 8, 1999

<TABLE>
<S> <C>
ASSETS

Cash........................................................ $ 5,000

Deferred offering costs..................................... 350,000
--------

Total Assets............................................ 355,000
--------

LIABILITIES

Liabilities and accrued expenses............................ 350,000
--------

Total Liabilities....................................... 350,000
--------

NET ASSETS.................................................. $ 5,000
========

NET ASSETS CONSIST OF:

Shares of common stock, $.01 par value;

150,000,000 shares authorized, 250 shares of which are
issued and outstanding.................................... $ 3

Paid in capital in excess of par............................ 4,997
--------

NET ASSETS.................................................. $ 5,000
========
Net Asset Value Per Share................................... $ 20
</TABLE>

- ------------------------

Based on net assets of $5,000 and 250 shares issued and outstanding.

The accompanying notes are an integral part of this financial statement.

45
<PAGE>
MEVC DRAPER FISHER JURVETSON FUND I, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 8, 1999

1. ORGANIZATION:

meVC Draper Fisher Jurvetson Fund I, Inc. (the Fund) was organized as a
Delaware corporation on December 2, 1999, and has elected to be regulated as a
Business Development Company under the Investment Company Act of 1940. To date,
the Fund has not had any transactions other than those related to organizational
matters and the sale of 250 shares of beneficial interest to meVC.com, Inc., the
parent company of meVC Advisers, Inc.

2. SIGNIFICANT ACCOUNTING POLICIES

a. Deferred Offering Costs:

The Fund has deferred certain initial public offering costs. These costs
will be charged to paid-in capital upon sale of the shares.

b. Organization Costs:

Costs relating to the organization of the Fund will be borne by meVC
Advisers, Inc.

c. Accounting Estimates

The preparation of financial statements in accordance with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statement. Actual results could differ from those
estimates.

3. INVESTMENT ADVISORY AND OTHER AGREEMENTS:

a. The Fund has substantially agreed to the terms of an investment advisory
agreement with meVC Advisers, Inc. (the Adviser). Pursuant to the investment
advisory agreement, the Adviser is responsible for oversight of asset
management and administration of the fund. The Fund pays the Adviser a
monthly fee at the annual rate of 2.5% of the Fund's average weekly net
assets, a portion of which is used to pay the Fund's Sub-Adviser. The Fund
shall also pay an annual incentive fee to the Adviser in an amount equal to
20% of the Fund's annual realized capital gains on its investments, net of
realized losses and unrealized capital depreciation.

b. The Adviser has substantially agreed to the terms of a sub-adivsory
agreement with Draper Fisher Jurvetson MeVC Management Co., LLC (the
Sub-Adviser). The Sub-Adviser provides all investment opportunities for
approval by the Fund's board. For the Sub-Adviser's services, the Adviser
pays the Sub-Adviser an annual investment sub-advisory fee equal to 1% of
the Fund's average net assets. Adviser shall also pay the Sub-Adviser an
amount equal to 90% of the annual incentive fee paid by the Fund to the
Adviser. The sub-advisory fees are not an additional expense of the Fund.

46
<PAGE>
[INSIDE BACK COVER OF PROSPECTUS]

47
<PAGE>

MEVC DRAPER FISHER JURVETSON FUND I, INC.
DIVIDEND REINVESTMENT PLAN

meVC Draper Fisher Jurvetson Fund I, Inc. (the "Fund") has adopted a
Dividend Reinvestment Plan. Please be aware that all dividends and distributions
will be automatically reinvested in shares of the Fund's common stock, $.01 par
value ("Common Stock"), at no cost to the stockholder.

Acquisitions of shares of Common Stock for reinvestment may be made by the
Fund through the issuance of new shares of Common Stock by the Fund at the then
current net asset value ("NAV") and/or by acquisition by the Fund of its shares
of Common Stock that are selling at a discount to NAV. Reinvested dividends and
distributions will be used by the Fund for general investment and operating
purposes, including additional investments in portfolio companies.

Shares of Common Stock acquired by the Fund in accordance with the Plan will
be held in the name of the Fund in unissued form by the Fund's Registrar and
Transfer Agent. Each stockholder will receive a quarterly statement from the
Fund setting forth the number of shares of Common Stock such stockholder owns in
the Plan. These shares can be issued to the individual stockholder, or can be
liquidated upon delivery of written instructions to State Street Bank and Trust
Company (the "Agent").

If you wish to not participate in the Plan and to have dividends and
distributions sent to you instead of held for reinvestment, please complete and
execute the following section.

ELECTION TO RECEIVE DIVIDENDS AND NOT PARTICIPATE IN THE PLAN

The undersigned elects not to participate in all the Dividend Reinvestment
Plan of meVC Draper Fisher Jurvetson Fund I, Inc. and requests that all
dividends and distributions be deposited to the following account or forwarded
to the following address:

Name of Stockholder:____________________________________________________________

Account Number for Deposit:_____________________________________________________

Bank or Custodial Name:_________________________________________________________

Address for Dividend Mailing:___________________________________________________

________________________________________________________________________________

Telephone:_________________________________ Fax:________________________________

Date:________________________ ________________________

Signature of Registered
Holder

<TABLE>
<C> <S>
Return this election to: State Street Bank and Trust Company
225 Franklin Street
Boston, MA 02110
(617) 786-3000
</TABLE>

<PAGE>

- --------------------------------------------------------------------------------

Until , 2000, all dealers effecting transactions in these securities,
whether or not participating in this offering, may be required to deliver a
prospectus. This is in addition to the obligation of the dealers to deliver a
prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.

- --------------------------------------------------------------------------------

MEVC DRAPER FISHER JURVETSON FUND I, INC.

AN INFORMATION TECHNOLOGY VENTURE CAPITAL FUND

PRUDENTIAL VOLPE TECHNOLOGY
A UNIT OF PRUDENTIAL SECURITIES

<PAGE>
THE INFORMATION IN THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT COMPLETE AND
MAY BE CHANGED. THE FUND MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION HAS BEEN DECLARED
EFFECTIVE. THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT AN OFFER TO SELL
THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN
ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
<PAGE>

SUBJECT TO COMPLETION-- , 2000

STATEMENT OF ADDITIONAL INFORMATION

- --------------------------------------------------------------------------------

MEVC DRAPER FISHER JURVETSON FUND I, INC.

AN INFORMATION TECHNOLOGY VENTURE CAPITAL FUND

Common Stock

- ----------------------------------------------------------------------

This SAI is not a prospectus. This SAI relates to and should be read in
conjunction with the prospectus of meVC Draper Fisher Jurvetson Fund I, Inc.,
dated , 2000. A copy of the prospectus may be obtained by
contacting us at the address and telephone number set forth below.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

MEVC DRAPER FISHER JURVETSON FUND I, INC.
991 FOLSOM STREET, SUITE 301
SAN FRANCISCO, CALIFORNIA 94107
TELEPHONE: (800) 830-1822
FACSIMILE: (415) 977-6160
HTTP://WWW.MEVC.COM/MEVCDRAPERFUND.ASP

, 2000

<PAGE>
TABLE OF CONTENTS OF THE
STATEMENT OF ADDITIONAL INFORMATION

- --------------------------------------------------------------------------------

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THE PROSPECTUS AND IN
THIS SAI. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT OR
ADDITIONAL INFORMATION. YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THE
PROSPECTUS OR IN THE STATEMENT OF ADDITIONAL INFORMATION IS ACCURATE ON ANY DATE
OTHER THAN THE DATE SET FORTH ON THE FRONT COVER OF THE PROSPECTUS OR OF THIS
SAI.

- --------------------------------------------------------------------------------

THE PROSPECTUS AND THIS SAI CONTAIN FORWARD-LOOKING STATEMENTS THAT INVOLVE
RISKS AND UNCERTAINTIES. WE USE WORDS SUCH AS "ANTICIPATES," "BELIEVES,"
"PLANS," "EXPECTS," "FUTURE," "INTENDS" AND SIMILAR EXPRESSIONS TO IDENTIFY SUCH
FORWARD-LOOKING STATEMENTS. THIS PROSPECTUS ALSO CONTAINS FORWARD-LOOKING
STATEMENTS ATTRIBUTED TO THIRD PARTY SOURCES RELATING TO ESTIMATES REGARDING
VENTURE CAPITAL INVESTING AND THE GROWTH OF THE INTERNET, E-COMMERCE,
TELECOMMUNICATIONS, NETWORKING, SOFTWARE AND INTRANET INFRASTRUCTURE INDUSTRIES.
YOU SHOULD NOT PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS. OUR
ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE ANTICIPATED IN THESE
FORWARD-LOOKING STATEMENTS FOR MANY REASONS, INCLUDING THE RISKS FACED BY US
DESCRIBED IN "RISK FACTORS" AND ELSEWHERE IN THE PROSPECTUS AND IN THIS SAI.

- --------------------------------------------------------------------------------
<PAGE>
INVESTMENT POLICIES

Our venture capital investments will typically be negotiated directly with
the issuer in private transactions. Our investments in portfolio companies will
generally be in the form of preferred stock that is convertible to common stock
under certain circumstances, including the sale by the company of shares of its
common stock in an initial public offering. Preferred stock offers many
advantages over common stock, including:

- In the event the company is liquidated or sold, the holders of preferred
stock receive payment prior to and in preference to the holders of common
stock.

- Preferred stockholders typically have protective provisions that can have
the effect of prohibiting certain transactions, including a sale of the
company, unless the holders of a majority of the preferred stock approve
such transaction.

- Holders of preferred shares are often granted the right to elect one or
more members of the company's board of directors.

We are not limited to investing in preferred stock, however, and retain the
right to invest in other assets if such alternative investments are in your best
interests. Such other assets might include common stock, debt securities (which
may or may not be convertible into equity securities) and warrants or options to
purchase equity securities.

TEMPORARY INVESTMENTS

Pending investments in the types of securities described above, we will
invest our cash in:

- U. S. Government securities,

- Repurchase agreements with federally-insured banks with a maturity date of
seven days or less, the underlying instruments of which are securities
issued or guaranteed by the federal government,

- Certificates of deposit in a federally insured bank with a maturity date
of one year or less and in a maximum amount equal to the limit on federal
deposit insurance,

- Deposit accounts maintained in a federally insured bank subject to
withdrawal restrictions of one year or less, up to the limit of federal
deposit insurance,

- Certificates of deposit or deposit accounts in federally insured banks in
excess of the maximum amount of deposit insurance if the insured bank is
deemed to be well-capitalized by the Federal Deposit Insurance
Corporation, and

- We may also invest up to 10% of our net assets in an index of
publicly-traded information technology companies seeking to enhance the
yield on our longer-term reserves for follow-on investments in portfolio
companies.

FOLLOW-ON INVESTMENTS

After our initial investment, we anticipate that we will often provide
additional or follow-on financing to the portfolio companies. Follow-on
investments may be made pursuant to rights to acquire additional securities or
otherwise increase our ownership position in a successful or promising company.
We may choose to provide follow-on investments for a number of other reasons,
including providing necessary financing for a company to implement its business
plan, or develop a new line of business or product.

2
<PAGE>
INDEBTEDNESS

We may use leverage to raise all or a portion of the funds required to make
follow-on investments and to meet operating expenses. Such borrowing would
normally occur in the later years of our operations when our investment
portfolio may have significant value but limited liquidity.

AVERAGE INVESTMENT

Our investment in any one of our portfolio companies will vary depending on
the stage of the company's growth, the quality and completeness of its
management team, the perceived business opportunity, the size of the investment
sought by the issuing company and the expected return from our investment.

MARGIN

We will not:

- Purchase any securities on margin, except for use of short-term credit
necessary for the clearance of transactions,

- Engage in short sales of securities, unless assets are sufficiently
segregated or we otherwise own the securities, or

- Purchase or sell commodities or commodity contracts, other than financial
futures contracts, except as permitted by the Investment Company Act or in
accordance with the terms of exemptive relief granted by the SEC.

3
<PAGE>
MANAGEMENT

<TABLE>
<CAPTION>
(2) (3)
(1) POSITION(S) HELD PRINCIPAL OCCUPATION(S)
NAME, ADDRESS AND AGE WITH REGISTRANT DURING PAST FIVE YEARS
- ----------------------------- ------------------------------------- -----------------------------
<S> <C> <C>
John M. Grillos* 47 Chairman of the Board, Chief Managing Member, Draper
Executive Officer and Director Fisher Jurvetson MeVC
Management Co., LLC, Redwood
City, California; Founder and
Managing General Partner,
Itech Partners, L.P.;
Executive Vice President,
Chief Operating Officer and
Director, SmartForce;
Managing Director, SoundView
Venture Partners, L.P.;
Managing Director, Robertson,
Stephens & Co., San
Francisco, California.
Peter S. Freudenthal* 36 Vice Chairman and Director Chairman of the Board,
President and Director,
meVC.com, Inc., San
Francisco, California; Vice
President and Senior Equity
Research Analyst, Robertson
Stephens & Company, San
Francisco, California.
Andrew E. Singer 29 President Chief Executive Officer and
Director, meVC.com, Inc., San
Francisco, California; Senior
Associate, Robertson Stephens
& Company, San Francisco,
California; Director of New
Business, The Shansby Group,
San Francisco, California.
Paul Wozniak 35 Vice President, Chief Financial Chief Operating Officer,
Officer and Treasurer meVC.com, Inc., San
Francisco, California; Vice
President and Director,
Mutual Fund Operations, GT
Global, Inc. / AIM Funds, San
Francisco, California.
Kenneth Priore 30 Secretary Internal Counsel and Director
of Policy and Compliance,
meVC.com, Inc., San
Francisco, California;
Managing Attorney: Third
Party Actions, Arbitration
and Litigation, Office of
Corporate Counsel, Charles
Schwab & Co., San Francisco,
California.
</TABLE>

- ------------------------

* Interested person as defined in Section 2(a)(19) of the Investment Company
Act.

4
<PAGE>
Our independent directors will receive payment of certain fees and
reimbursement of their expenses as follows:

- Compensation of , payable in quarterly installments.

- Compensation of for each meeting of our board of directors, or a
committee of the board of directors, in which each such independent
director participates, either in person or by telephone, up to a maximum
of per year for attendance at meetings of the full board of
directors and up to a maximum of for attendance at meetings of any
committee of the board of directors. In the event a committee meeting is
held on the same day as a meeting of the full board of directors, we will
pay each independent director in attendance only one attendance fee equal
to .

- Reimbursement for out-of-pocket expenditures relating to attendance at
meetings of the full board of directors or a committee of the board of
directors and for other expenses.

meVC Advisers will bear all fees and expenses associated with our
independent directors.

Pursuant to the investment advisory agreement with meVC Advisers, and
subject to the supervision and oversight of our board of directors, meVC
Advisers will be responsible for our day-to-day operations, administration and
regulatory compliance, including the following:

- Setting and maintaining our strategic direction;

- Maintaining our financial records;

- Preparing financial and accounting reports for presentation to our board
of directors and stockholders and for filing with governmental agencies;

- Calculating and publishing our net asset value;

- Overseeing the preparation and filing of our tax returns;

- Preparing and providing reports to our board of directors and
stockholders; and

- Overseeing generally the payment of our expenses and the performance of
administrative and professional services rendered to us by others.

meVC Advisers will also have responsibility, subject to oversight by our
board of directors, of evaluating, investigating and selecting investments for
our portfolio, including follow-on and temporary investments and borrowing.

meVC Advisers will pay its own costs and expenses, including any costs and
expenses incurred by it when acting on our behalf, and has also agreed to pay
certain of our costs and expenses, including the following:

- Operating expenses incurred in the ordinary conduct of our business,
including expenses associated with our office facilities and clerical,
bookkeeping and record keeping services,

- All expenses related to calculating and publishing our net asset value,

- All of the fees and expenses payable to our independent directors,

- All fees and expenses of our legal counsel, independent accountants,
outside consultants, custodian and transfer agent and registrar,

- All expenses related to printing and mailing share certificates, reports
and notices to stockholders and proxy statements,

- All expenses related to meetings of our directors and stockholders, and

- All federal and state registration fees.

Subject to the oversight and supervision of our board of directors, Draper
Advisers will be responsible for:

- Negotiating and structuring investments and implementing our investment
objective, including analyzing and selecting our portfolio investments,
and

5
<PAGE>
- Providing managerial assistance and guidance to the companies in which we
invest by serving on the boards of directors, assisting in the selection
of management personnel, performing market and product analysis, and the
formulating marketing and financing strategies.

Draper Advisers will pay all of its own costs and expenses, including any
costs and expenses incurred by it when acting on our behalf for meVC Advisers.

INVESTMENT COMPANY ACT REGULATION

As described in the prospectus, the Investment Company Act places certain
restrictions on the types of assets we may hold to maintain our qualification as
a business development company, and requires us to provide or make available
significant managerial assistance to the companies in which we invest. In
addition, we are prohibited from investing in certain types of companies,
including brokerage firms, insurance companies and investment banking firms.

As a business development company, we are permitted, under certain specified
conditions, to issue multiple classes of senior debt and a single class of
interests senior to the shares of our common stock offered for sale pursuant to
the prospectus. We can do so, however, only if our asset coverage, as defined in
the Investment Company Act, is at least 200% after the issuance of the debt or
the senior interests, and we do not make any distribution to our stockholders or
repurchase any shares of our common stock at any time when our asset coverage
ratio has fallen below 200%.

As a business development company, we may not alter or change our investment
objective and policies in any manner whatsoever without the approval of our
stockholders, nor can we change our non-diversification status without
stockholder approval. We may, in the future, seek to become exempt from
regulation by the Investment Company Act.

We are also prohibited under the Investment Company Act from knowingly
participating in a joint transaction with an affiliate of any of our directors,
meVC Advisers, Draper Advisers or any other entity managed by either of them. We
believe it will be beneficial to you if we are allowed to co-invest with meVC
Advisers, Draper Advisers, any affiliated entity of either of them and any other
entity managed by either of them or their members or principals, provided that
such co-investment is consistent with our investment objective. We believe
co-investment with such entities will offer us the ability to achieve greater
diversification and, together with the affiliated entity or entities with which
we co-invest, to exercise greater influence on the companies in which we
co-invest.

To allow co-investments and follow-on investments with our affiliated
entities, we have applied to the SEC for exemptive relief to permit such
co-investment on certain specified terms and condition, including the approval
of the terms of our investment by at least a majority of our independent
directors.

We believe the SEC will grant exemptive relief to allow co-investment with
affiliated entities only upon certain conditions, including the following:

- Prior to entering into a co-investment transaction, the managing member of
Draper Advisers will make a written investment presentation to our
independent directors outlining the terms of the proposed co-investment;
and

- After a thorough review of the terms of the transaction, at least a
majority of our independent directors conclude that:

- The terms of the proposed co-investment are reasonable and fair to us
and our stockholders and do not involve overreaching on the part of any
person concerned,

- The transaction is consistent with our investment objective and
policies and the interests of our stockholders,

- The co-investment with an affiliated entity will not disadvantage us in
making our investment, in maintaining our investment position, or in
disposing of our investment, and

- Our participation is on terms that are the same as those on which our
affiliate invests or, if our terms are different than those of our
affiliate, that our terms are not less advantageous to us as compared
to the terms granted to our affiliate.

6
<PAGE>
In addition to the restrictions described above, the following persons are
required to obtain the approval of a majority of our independent directors or,
in some situations, the SEC before engaging in transactions involving us or the
companies in which we invest:

- Any person who owns, controls, or holds the power to vote more than 5% of
our outstanding shares of voting stock,

- Each director, executive officer and general partner of any such person,
and

- Each person who directly or indirectly controls, is controlled by, or is
under common control with, such person.

7
<PAGE>
POTENTIAL CONFLICTS OF INTEREST

OTHER ACTIVITIES OF THE INVESTMENT ADVISERS

We do not anticipate having independent management or employees and will
rely upon our directors, meVC Advisers and Draper Advisers for management and
administration of the fund, as well as the selection of our investments. The
directors, officers and members of meVC Advisers and Draper Advisers may have
conflicts of interest in allocating their time performing services for us and
for other funds in which they are involved. Nevertheless, we believe that both
meVC Advisers and Draper Advisers have sufficient personnel to satisfy all of
their responsibilities. The members of Draper Advisers have legal and financial
obligations with respect to their other funds that are similar to their
obligations to us.

TIMING OF DISPOSITION OF FUND INVESTMENTS

meVC Advisers and Draper Advisers each have an interest in our profits and
losses. Their interests may, in some cases, be inconsistent with your interests
with respect to the timing of disposition of our investments in portfolio
companies. Our directors will, however, exercise supervisory and oversight
authority over their actions. Our directors have a fiduciary duty imposed by
applicable law to act in our best interests.

LEGAL REPRESENTATION

Our legal counsel may also provide services to meVC Advisers. If a conflict
in representation arises and cannot be resolved, or if the consent of the
respective parties cannot be obtained to the continuance of such dual
representation after full disclosure of such conflict, such counsel will
withdraw from the representation of one or both of the parties with conflicting
interests with respect to the matter involved. Our legal counsel has not acted
and will not act on the behalf of any purchaser of shares of our common stock in
connection with this offering. Each prospective purchaser of our shares should
consult with its own counsel prior to purchasing our shares.

CONFLICTS WITH PORTFOLIO COMPANIES

The interests of a company in which we invest may, from time to time,
conflict with your best interests. If meVC Advisers or Draper Advisers becomes
actively involved in the management of any of our portfolio companies, they will
resolve such conflicts of interest in what they consider to be your best
interests.

8
<PAGE>
FEDERAL INCOME TAX MATTERS

You should consult your own tax adviser with respect to the tax
considerations applicable to a purchase of shares of our common stock. This
discussion does not address all aspects of federal income taxation relevant to
holders of our Common Stock in light of their personal circumstances, or to
certain types of holders subject to special treatment under federal income tax
laws, including foreign taxpayers. This discussion does not address any aspects
of foreign, state or local tax laws.

We intend to qualify for treatment as a "regulated investment company" under
Subchapter M of the Internal Revenue Code. To qualify for such treatment, we
must distribute to our stockholders for each taxable year at least 90% of our
investment company taxable income (consisting generally of net investment income
from interest and dividends and net short term capital gains). We must also meet
several additional requirements, including:

- At least 90% of our gross income for each taxable year must be from
dividends, interest, payments with respect to securities loans, and gains
from sales or other disposition of securities, or other income derived
with respect to our business of investing in securities,

- As diversification requirements, as of the close of each quarter of our
taxable year:

- at least 50% of the value of our assets must consist of cash, cash
items, U.S. government securities, the securities of other regulated
investment companies and other securities to the extent that (1) we do
not hold more than 10% of the voting securities of an issuer of such
other securities and (2) such other securities of any one issuer do not
represent more than 5% of our total assets, and

- no more than 25% of the value of our total assets may be invested in
the securities of one issuer (other than U.S. government securities or
the securities of other regulated investment companies), or of two or
more issuers that are controlled by us and are engaged in the same or
similar or related trades or businesses.

If we were unable to qualify for treatment as a regulated investment
company, we would be subject to tax on our ordinary income and capital gains
(including gains realized on the distribution of appreciated property) at
regular corporate rates. We would not be able to deduct distributions to
stockholders, nor would they be required to be made. Distributions would be
taxable to our stockholders as ordinary dividend income to the extent of our
current and accumulated earnings and profits. Subject to certain limitations
under the Code, corporate distributees would be eligible for the dividends
received deduction. Distributions in excess of current and accumulated earnings
and profits would be treated first as a return of capital to the extent of the
stockholder's tax basis, and any remaining distributions would be treated as a
gain realized from the sale or exchange of property. If the Company fails to
meet the requirements of Subchapter M in its first taxable year or, with respect
to later years, for more than two consecutive years and then seeks to requalify
under Subchapter M, it would be required to recognize gain to the extent of any
unrealized appreciation on its assets. In that case, any gain recognized by the
Company likely would be distributed to shareholders as a taxable distribution.

If we qualify as a regulated investment company and distribute to
stockholders each year in a timely manner at least 90% of our "investment
company taxable income" as defined in the Code, we will not be subject to
federal income tax on the portion of our taxable income and gains we distribute
to stockholders. In addition, if we distribute in a timely manner the sum of
(i) 98% of our ordinary income for each calendar year, (ii) 98% of our capital
gain net income for the one-year period ending October 31 in that calendar year
and (iii) any income not distributed in prior years, we will not be subject to
the 4% nondeductible federal excise tax on certain undistributed income of
regulated investment companies. We will be subject to regular corporate income
tax (currently at rates up to 35%) on any undistributed net investment income
and any undistributed net capital gain. We will also be subject to alternative
minimum tax, but any tax preference items would be apportioned between us and
our stockholders in the same proportion that dividends (other than capital gain
dividends) paid to each stockholder bear to our taxable income determined
without regard to the dividends paid deduction.

However, the diversification requirements outlined above are liberalized in
the case of certain investment companies. In particular, if we, as a Business
Development Company, meet certain requirements described below, the 50%
diversification requirement is modified so that we may include in our

9
<PAGE>
50% pool of investments, the value of the securities of any corporate issuer
(even if we hold more than 10% of the corporate issuer's voting securities) so
long as at the time of the latest investment in the applicable corporate
issuer's securities the tax basis which we have in all securities issued by the
corporate issuer does not exceed 5% of the total value of all of our assets.
This exception does not apply if we have continuously held any securities of the
applicable corporate issuer for a period of 10 years.

In order for the modified diversification rule to apply, the SEC must
determine and certify to the Internal Revenue Service, or the IRS, no more than
60 days prior to the close of a tax year that we are principally engaged in
furnishing capital to corporations which corporations are themselves principally
engaged in the development or exploitation of inventions, technological
improvements, new processes, or products not previously available. For purposes
of these determinations, a corporation shall be considered principally engaged
in the development or exploitation of inventions, technological improvements,
new processes, or products not previously available for at least 10 years after
the first acquisition of any security in such corporation by us if, at the date
of the original acquisition, the issuer corporation was principally so engaged.
In addition, we shall be considered at any date to be furnishing capital to any
corporation whose securities we hold, if within 10 years before such date, we
have acquired securities in the applicable corporate issuer.

The modified diversification rule does not apply to any quarter if, at the
close of such quarter, more than 25% of our total assets are comprised of
securities of corporate issuers, with respect to each of which (i) we hold more
than 10% of the outstanding voting securities of such issuer and (ii) we have
continuously held a security of such issuer (or a predecesor) for ten or more
years.

If we acquire debt obligations that were originally issued at a discount, or
that bear interest at rates that are not fixed (or certain "qualified variable
rates") or that is not payable, or payable at regular intervals over the life of
the obligation, we will be required to include in taxable income each year a
portion of the "original issue discount" that accrues over the life of the
obligation, regardless of whether the income is received by us, and may be
required to make distributions in order to continue to qualify as a regulated
investment company or to avoid the 4% excise tax on certain undistributed
income. In this event, we may be required to sell temporary investments or other
assets to meet the distribution requirements.

For any period during which we qualify for treatment as a regulated
investment company for federal income tax purposes, distributions to
stockholders attributable to our ordinary income (including dividends, interest
and original issue discount) and net short-term capital gains generally will be
taxable as ordinary income to stockholders to the extent of our current or
accumulated earnings and profits. Distributions in excess of our earnings and
profits will first be treated as a return of capital which reduces the
stockholder's adjusted basis in his or her shares of common stock and then as
gain from the sale of shares of our common stock. Distributions of our net
long-term capital gains (designated by us as capital gain dividends) will be
taxable to stockholders as long-term capital gains regardless of the
stockholder's holding period in his or her common stock. Corporate stockholders
are generally eligible for the 70% dividends received deduction with respect to
ordinary income (but not capital gain) dividends to the extent such amount
designated by us does not exceed the dividends received by us from domestic
corporations. Any dividend declared by us in October, November or December of
any calendar year, payable to stockholders of record on a specified date in such
a month and actually paid during January of the following year, will be treated
as if it were paid by us and received by the stockholders on December 31 of the
previous year. In addition, we may elect to relate a dividend back to the prior
taxable year if we (i) declare such dividend prior to the due date for filing
our return for that taxable year, (ii) make the election in that return, and
(iii) distribute the amount in the 12-month period following the close of the
taxable year but not later than the first regular dividend payment following the
declaration. Any such election will not alter the general rule that a
stockholder will be treated as receiving a dividend in the taxable year in which
the distribution is made (subject to the October, November,
December rule described above).

To the extent that we retain any capital gains, we may designate them as
"deemed distributions" and pay a tax thereon for the benefit of our
stockholders. In that event, the stockholders report their share of retained
realized long-term capital gains on their individual tax returns as if the share
had been received, and report a credit for the tax paid thereon by us. The
amount of the deemed distribution net of such tax is then added to the
stockholder's cost basis for his or her common stock. Since we expect to pay tax
on capital gains at regular corporate tax rates and the rate payable by
individuals on such gains can currently

10
<PAGE>

be as low as 20%, the amount of credit that individual stockholders may report
is expected to exceed the amount of tax that they would be required to pay on
long-term capital gains. Stockholders who are not subject to federal income tax
or tax on long-term capital gains should be able to file a return on the
appropriate form or a claim for refund that allows them to recover the taxes
paid on their behalf.

Section 1202 of the Code permits the exclusion, for federal income tax
purposes, of 50% of any gain (subject to certain limitations) realized upon the
sale or exchange of "qualified small business stock" held for more than five
years. Generally, qualified small business stock is stock of a small business
corporation acquired directly from the issuing corporation, which must (i) at
the time of issuance and immediately thereafter have assets of not more than $50
million and (ii) throughout substantially all of the holder's holding period for
the stock be actively engaged in the conduct of a trade or business not excluded
by law. If we acquire qualified small business stock, hold such stock for five
years and dispose of such stock at a profit, a stockholder who held shares of
our Common Stock at the time we purchased the qualified small business stock and
at all times thereafter until we disposed of the stock would be entitled to
exclude from such stockholder's taxable income 50% of such stockholder's share
of such gain. 42% (28% for stock the holding period for which begins after
December 31, 2000) of any amount so excluded would be treated as a preference
item for alternative minimum tax purposes. Comparable rules apply under the
qualified small business stock "rollover" provisions of section 1045 of the
Code, under which gain otherwise reportable by individuals with respect to sales
by us of qualified small business stock held for more than six months can be
deferred if we reinvest the sales proceeds within 60 days in other qualified
small business stock.

A stockholder may recognize taxable gain or loss if the stockholder sells or
exchanges such stockholder's shares of Common Stock. Any gain arising from the
sale or exchange of Common Stock generally will be treated as capital gain or
loss if the Common Stock is held as a capital asset, and will be treated as
long-term capital gain or loss if the stockholder has held his or her shares of
Common Stock for more than one year. However any capital loss arising from a
sale or exchange of shares of Common Stock held for six months or less will be
treated as a long-term capital loss to the extent of the amount of capital gain
dividends (or undistributed capital gain) received with respect to such shares
of Common Stock.

We may be required to withhold U.S. federal income tax at the rate of 31% of
all taxable distributions payable to stockholders who fail to provide us with
their correct taxpayer identification number or a certificate that the
stockholder is exempt from backup withholding, or if the IRS notifies us that
the stockholder is subject to backup withholding. Any amounts withheld may be
credited against a stockholder's U.S. federal income tax liability.

Federal withholding taxes at a 30% rate (or a lesser treaty rate) may apply
to distributions to stockholders that are nonresident aliens or foreign
partnerships, trusts or corporations. Foreign stockholders should consult their
tax advisers with respect to the possible U.S. federal, state and local and
foreign tax consequences of an investment in us.

Unless an exception applies, we will mail to each stockholder, as promptly
as possible after the end of each fiscal year, a notice detailing, on a per
distribution basis, the amounts includible in such stockholder's taxable income
for such year as net investment income, as net realized capital gains (if
applicable) and as "deemed" distributions of capital gains, including taxes paid
by us with respect thereto. In addition, absent an exemption, the federal tax
status of each year's distributions will be reported to the IRS. Distributions
may also be subject to additional state, local and foreign taxes depending on
each stockholder's particular situation. Stockholders should consult their own
tax advisers with respect to the particular tax consequences to them of an
investment in us.

Under our Dividend Reinvestment Plan, all cash distributions to stockholders
will be automatically reinvested in additional whole and fractional shares of
our common stock unless you elect to receive cash. For federal income tax
purposes, however, you will be deemed to have constructively received cash and
such amounts should be included in your income to the extent such constructive
distribution otherwise represents a taxable dividend for the year in which such
distribution is credited to your account. The amount of the distribution is the
value of the shares of Common Stock acquired through the Plan.

11
<PAGE>
ERISA MATTERS

The provisions of the Employee Retirement Income Security Act of 1974, as
amended, are complex. Consequently, if you are subject to ERISA, you should
consult with your own financial and legal Advisers prior to investing in our
shares of common stock.

A fiduciary of a pension, profit-sharing or other employee benefit plan
which is subject to ERISA, and those purchasing our shares on behalf of an
Individual Retirement Account, may wish to consider the requirements of ERISA
and/or the Internal Revenue Code, as applicable, in the context of your
particular circumstances before purchasing our shares of common stock. Among
other factors, you may wish to consider:

- Whether an investment in our shares satisfies the prudence requirements of
Section 404(a)(1)(B) of ERISA;

- Whether an investment in our shares satisfies the diversification
requirements of Section 404(a)(1)(C) of ERISA;

- Whether an investment in our shares is in accordance with your governing
documents as required by Section 404(a)(1)(D) of ERISA;

- Whether an investment in our shares will trigger a prohibited transaction
in violation of Section 406 of ERISA or Section 408(e)(2) or 4975 of the
Internal Revenue Code; and

- To what extent the definition of "plan assets" under ERISA and Department
of Labor regulations may affect an investment in our shares.

Neither ERISA nor the Internal Revenue Code defines "plan assets." However,
pursuant to Department of Labor regulations, the assets of certain pooled
investment vehicles, including certain partnerships, may be treated as "plan
assets." If our assets are deemed to be "plan assets" of an employee plan or an
IRA that purchases our shares of common stock:

- The prudence standards and other ERISA provisions will be deemed
applicable to our investments in portfolio companies;

- Those who have investment discretion over your assets will be liable under
ERISA for our investments in portfolio companies that do not conform to
the ERISA standards; and

- Certain transactions that we may enter into in the future in the ordinary
course of our business might constitute prohibited transactions under
ERISA and/or the Internal Revenue Code. A prohibited transaction, in
addition to imposing potential personal liability upon fiduciaries of
plans subject to ERISA and IRA's, may also result in the imposition of an
excise tax under the Internal Revenue Code upon the disqualified person
participating in the prohibited transaction. Such an event could also
result in disqualification of the IRA.

Our assets would not be considered "plan assets" under ERISA and Department
of Labor regulations as long as our shares of common stock are "publicly-offered
securities". Under the regulations, a share will be considered a
"publicly-offered security" if it is widely held, freely transferable, and sold
to an ERISA plan or IRA pursuant to an effective registration statement under
the Securities Act of 1933, as amended, provided that our shares are registered
under the Securities Exchange Act of 1934 within a specified time period.
Whether a security is considered "freely transferable" depends on the facts and
circumstances of each case. Generally, if the security is part of an offering in
which the minimum investment is $10,000 or less, certain restrictions, by
themselves, will not prevent the security from being considered freely
transferable. The minimum investment permitted in our shares is $ and we
have imposed no restrictions on transfer or assignment of the shares, other than
the limitations set forth under "Suitability requirements." A class of
securities is considered "widely-held" if, immediately after the initial
offering, it is owned by 100 or more investors independent of the issuer and of
one another.

We believe that our shares of common stock will be considered
"publicly-offered securities" and that our assets will not be considered "plans
assets" of the ERISA plans and IRAs that buy our shares.

12
<PAGE>
TRANSFER AGENT AND REGISTRAR

State Street Bank and Trust Company will act as our Transfer Agent and
Registrar.

DIVIDEND DISBURSING AGENT

State Street Bank and Trust Company will act as our Dividend Disbursing
Agent.

CUSTODIAN

State Street Bank and Trust Company will act as our Custodian with
responsibility for the safekeeping of our assets covered under the Custodian
Agreement.

SUB-ADMINISTRATOR

State Street Bank and Trust Company will act as our Sub-Administrator.

13
<PAGE>
PART C

OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

The following financial statements and exhibits are filed as part of the
Registration Statement.

<TABLE>
<S> <C> <C>
1. Financial Statements.

+ Statement of Assets and Liabilities of Registrant, dated as of December 8,
1999.

2. Exhibits:

**99.a Certificate of Incorporation of Registrant.

**99.b Bylaws of Registrant.

99.c Not applicable.

*99.d Form of share certificate.

+99.e Form of Dividend Reinvestment Plan.

99.f Not applicable.

**99.g(1) Form of Investment Advisory Agreement between Registrant and
meVC Advisers, Inc.

**99.g(2) Form of Investment Sub-Advisory Agreement between meVC
Advisers, Inc. and Draper Fisher Jurvetson MeVC Management
Co., LLC.

*99.h Form of Underwriting Agreement.

99.i Not applicable.

+99.j Form of Custodian Agreement between Registrant and State
Street Bank and Trust Company.

+99.k(1) Form of Registrar, Transfer Agency and Service Agreement
between Registrant and State Street Bank and Trust Company.

+99.k(2) Form of Sub-Administration Agreement between State Street
Bank and Trust Company and meVC Advisers, Inc. on behalf of
Registrant.

**99.k(3) Form of Indemnification Agreement for Registrant's directors
and officers.

*99.l Opinion and Consent of Pillsbury Madison & Sutro LLP, San
Francisco, California.

99.m Not applicable.

+99.n Consent of PricewaterhouseCoopers LLP, San Francisco,
California.

99.o Not applicable.

99.p Not applicable.

99.q Not applicable.
</TABLE>

- ------------------------

+ filed herewith

* to be filed by amendment

** previously filed

ITEM 25. MARKETING ARRANGEMENTS.

Not Applicable.

C-1
<PAGE>
ITEM 26. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

<TABLE>
<S> <C>
Registration fees........................................... $ 132,000

Legal fees.................................................. 750,000

NASD fees................................................... 30,500

Accounting fees............................................. 6,200

Printing fees............................................... --

Miscellaneous fees.......................................... --

Total fees.................................................. $ --
============
</TABLE>

ITEM 27. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.

Each of the following entities may be deemed to be under common control with
the Registrant:

<TABLE>
<CAPTION>
ENTITY BASIS OF POTENTIAL COMMON CONTROL JURISDICTION
- -------------------------- ------------------------------------- ------------
<S> <C> <C>
Draper Associates Entity or its investment adviser is
under common control, or is otherwise
affiliated with, Registrant's
investment sub-adviser

Draper Associates II Entity or its investment adviser is
under common control, or is otherwise
affiliated with, Registrant's
investment sub-adviser

Draper Fisher Associates Entity or its investment adviser is
Fund III under common control, or is otherwise
affiliated with, Registrant's
investment sub-adviser

Draper Fisher Associates Entity or its investment adviser is
Fund IV under common control, or is otherwise
affiliated with, Registrant's
investment sub-adviser

Draper Fisher Jurvetson Entity or its investment adviser is
under common control, or is otherwise
affiliated with, Registrant's
investment sub-adviser

Draper Fisher Jurvetson Entity or its investment adviser is
Fund V under common control, or is otherwise
affiliated with, Registrant's
investment sub-adviser

Draper Fisher Jurvetson Entity or its investment adviser is
Fund VI under common control, or is otherwise
affiliated with, Registrant's
investment sub-adviser
</TABLE>

C-2
<PAGE>

<TABLE>
<CAPTION>
ENTITY BASIS OF POTENTIAL COMMON CONTROL JURISDICTION
- -------------------------- ------------------------------------- ------------
<S> <C> <C>
Draper Network Affiliates, Entity or its investment adviser is
LLC under common control, or is otherwise
affiliated with, Registrant's
investment sub-adviser

Zone Ventures Entity or its investment adviser is
under common control, or is otherwise
affiliated with, Registrant's
investment sub-adviser

Draper Atlantic Entity or its investment adviser is
under common control, or is otherwise
affiliated with, Registrant's
investment sub-adviser

Draper Triangle Ventures Entity or its investment adviser is
under common control, or is otherwise
affiliated with, Registrant's
investment sub-adviser

Wasatch Venture Fund Entity or its investment adviser is
under common control, or is otherwise
affiliated with, Registrant's
investment sub-adviser

Draper Fisher Jurvetson Entity or its investment adviser is
Gotham Ventures under common control, or is otherwise
affiliated with, Registrant's
investment sub-adviser

Timberline Venture Entity or its investment adviser is
Partners under common control, or is otherwise
affiliated with, Registrant's
investment sub-adviser

meVC.com, Inc. Sole stockholder of Registrant's
investment adviser
</TABLE>

ITEM 28. NUMBER OF HOLDERS OF SECURITIES.

As of December 8, 1999:

<TABLE>
<CAPTION>
TITLE OF CLASS HOLDERS OF RECORD
- -------------- -----------------
<S> <C>
Common Stock, $.01 par value................................ -1 -
</TABLE>

ITEM 29. INDEMNIFICATION.

Reference is made to the provisions of Article XIII of Registrant's
Certificate of Incorporation, Article 5 of Registrant's Bylaws and the form of
Indemnification Agreement for directors and officers of the Registrant, each of
which is filed as an exhibit to this Registration Statement. Insofar as
indemnification for liabilities arising under the Securities Act of 1933, as
amended, may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions or otherwise, Registrant has
been advised by the Securities and Exchange Commission that such indemnification
is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of

C-3
<PAGE>
any action, suit or proceeding) is asserted by any such director, officer or
controlling person in connection with the securities being registered,
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

ITEM 30. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.

meVC Advisers, Inc., a Delaware corporation, is Registrant's investment
Adviser. meVC Advisers is a wholly-owned subsidiary of meVC.com, Inc., a
Delaware corporation. meVC Advisers is a newly organized corporation with no
prior operating history. Other than the services provided to Registrant and
described in this Registration Statement, meVC Advisers provides no investment
management or advisory services to any other person or entity. The list required
by this Item 30 of officers and directors of meVC Advisers, together with
information as to any other business, profession, vocation or employment of a
substantial nature engaged in by such officers and directors during the past two
years, is incorporated by reference to Schedules A and D of the Form ADV, filed
by meVC Advisers with the Securities and Exchange Commission pursuant to the
Investment Advisers Act of 1940, as amended (SEC File No. ), on
, 2000.

Draper Fisher Jurvetson MeVC Management Co., LLC, a California limited
liability company, is an investment sub-adviser under contract with meVC
Advisers. Draper Advisers is a newly organized limited liability company with no
prior operating history. Other than the services provided to meVC Advisers and
described in this Registration Statement, Draper Advisers provides no investment
management or advisory services to any other person or entity. The list required
by this Item 30 of members, officers and directors of Draper Advisers, together
with information as to any other business, profession, vocation or employment of
a substantial nature engaged in by such members, officers and directors during
the past two years, is incorporated by reference to Schedules C and D of the
Form ADV, filed by Draper Advisers with the Securities and Exchange Commission
pursuant to the Investment Advisers Act of 1940, as amended (SEC File No.
), on , 2000

ITEM 31. LOCATION OF ACCOUNTS AND RECORDS.

<TABLE>
<S> <C>
Fund: meVC Draper Fisher Jurvetson Fund I, Inc.
991 Folsom Street, Suite 301
San Francisco, California 94107

Custodian: State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts 02110

Investment meVC Advisers, Inc.
Adviser: 991 Folsom Street, Suite 301
San Francisco, California 94107
</TABLE>

ITEM 32. MANAGEMENT SERVICES.

Not Applicable.

ITEM 33. UNDERTAKINGS.

1. Registrant undertakes to suspend the offering of shares until the
prospectus is amended if, subsequent to the effective date of its
registration statement, the net asset value declines more than ten
percent from its net asset value as of the effective date of the
registration statement.

2. Registrant undertakes:

C-4
<PAGE>
(a) To file, during any period in which offers or sales are being made, a
post-effective amendment to the registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act;

(ii) to reflect in the prospectus any facts or events after the
effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement; and

(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;

(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of those securities at that time shall be
deemed to be the initial bona fide offering thereof.

(c) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

3. Registrant undertakes that:

(a) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained
in a form of prospectus filed by the Registrant pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be
deemed to be part of this registration statement as of the time it
was declared effective.

(b) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.

4. Registrant undertakes to send by first class mail or other means
designed to ensure equally prompt delivery within two business days of
receipt of a written or oral request, Registrant's Statement of
Additional Information.

C-5
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
Registrant has duly caused this Amendment No. 2 to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of San Francisco, State of California, on the 11th day of February, 2000.

<TABLE>
<S> <C> <C>
MEVC DRAPER FISHER JURVETSON FUND I, INC.

By: /s/ JOHN M. GRILLOS
-----------------------------------------
John M. Grillos
CHAIRMAN OF THE BOARD
AND CHIEF EXECUTIVE OFFICER
</TABLE>

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 2 to the Registration Statement has been executed by the following
persons in the capacities indicated on February 11, 2000.

<TABLE>
<CAPTION>
NAME TITLE
---- -----
<C> <S>
Chairman of the Board, Chief
/s/ JOHN M. GRILLOS Executive Officer and
------------------------------------------- Director (principal
John M. Grillos executive officer and
director)
/s/ PETER S. FREUDENTHAL
------------------------------------------- Vice Chairman and Director
Peter S. Freudenthal
Vice President, Treasurer, and
/s/ PAUL WOZNIAK Chief Financial Officer
------------------------------------------- (principal financial and
Paul Wozniak accounting officer)
</TABLE>

POWER OF ATTORNEY

In addition to signing this Registration Statement, the undersigned hereby
constitutes and appoints John M. Grillos, Peter S. Freudenthal, Andrew E. Singer
and Kenneth Priore, and each of them individually, his attorneys-in-fact and
agents, with full power of substitution and resubstitution in his name and
stead, and in his capacity as a director and/or officer, as the case may be, of
meVC Draper Fisher Jurvetson Fund I, Inc., to sign and file such amendments to
this Registration Statement, and any and all applications or other documents to
be filed with the Securities and Exchange Commission pertaining thereto, with
full power and authority to do and perform all acts and things requisite and
necessary to be done on the premises.

<TABLE>
<CAPTION>
NAME TITLE
---- -----
<C> <S>
/s/ JOHN M. GRILLOS Chairman of the Board, Chief
------------------------------------------- Executive Officer and
John M. Grillos Director

/s/ PETER S. FREUDENTHAL
------------------------------------------- Vice Chairman and Director
Peter S. Freudenthal

/s/ PAUL WOZNIAK
------------------------------------------- Vice President, Treasurer, and
Paul Wozniak Chief Financial Officer
</TABLE>

C-6
<PAGE>
EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
- --------------------- -----------
<C> <S> <C>
**99.a Certificate of Incorporation of Registrant

**99.b Bylaws of Registrant

*99.d Form of Share Certificate

+99.e Form of Dividend Reinvestment Plan

**99.g(1) Form of Investment Advisory Agreement between Registrant and
meVC Advisers, Inc.

**99.g(2) Form of Investment Sub-Advisory Agreement between meVC
Advisers, Inc. and Draper Fisher Jurvetson MeVC Management
Co., LLC.

*99.h Form of Underwriting Agreement

+99.j Form of Custodian Agreement between Registrant and State
Street Bank and Trust Company.

+99.k(1) Form of Registrar, Transfer Agency and Service Agreement
between Registrant and State Street Bank and Trust Company.

+99.k(2) Form of Sub-Administration Agreement between State Street
Bank and Trust Company and meVC Advisers, Inc. on behalf of
Registrant

**99.k(3) Form of Indemnification Agreement for Registrant's directors
and officers

*99.l Opinion and Consent of Pillsbury Madison & Sutro LLP, San
Francisco, California

+99.n Consent of PricewaterhouseCoopers LLP, San Francisco,
California
</TABLE>

- ------------------------

+ Filed herewith

* To be filed by amendment

** Previously filed

<PAGE>

EXHIBIT 99.e

meVC DRAPER FISHER JURVETSON FUND I, INC.

DIVIDEND REINVESTMENT PLAN

meVC Draper Fisher Jurvetson Fund I, Inc. (the "Fund") has adopted a
Dividend Reinvestment Plan (the "Plan"), the terms and conditions of which are
as follows:

1. PARTICIPATION. Stockholders of whose shares of the Fund's common stock,
$.01 par value ("Common Stock"), are registered in their own names will be
included in the Plan unless they opt out of participation in the Plan.
Stockholders who do not opt out will be deemed to have appointed State Street
Bank and Trust Company (the "Plan Agent") as their agent and as agent for the
Fund under the Plan. In the case of Common Stock held in the name of banks,
brokers or other nominees on behalf of others who are the beneficial owners of
such Common Stock ("Nominee Stockholders"), the Plan Agent will administer the
Plan on the basis of the number of shares of Common Stock certified by such
Nominee Stockholders as registered for stockholders that have not elected to opt
out of participation in the Plan.

2. DIVIDEND INVESTMENT ACCOUNT. The Plan Agent or its delegate will
establish a Dividend Investment Account (an "Account") for each stockholder
participating in the Plan. The Plan Agent will credit to the Account of each
participant funds it receives from the following sources: (a) cash dividends and
capital gains distributions paid on shares of the Fund's Common Stock registered
in the participant's name on the books of the Fund and (b) cash dividends and
capital gains distributions paid on shares of Common Stock registered in the
name of Plan Agent and credited to the participant's Account (collectively,
"Distributions").

3. INVESTMENT OF DISTRIBUTION FUNDS HELD IN EACH ACCOUNT.

(a) COMMON STOCK NOT LISTED ON A NATIONAL SECURITIES EXCHANGE. If, on the
record date for a Distribution (the "Record Date"), the Fund's Common Stock is
not listed and trading on a national securities exchange, the Fund will issue to
the Plan Agent shares of Common Stock valued at net asset value per share
(according to the valuation most recently made on shares of the Fund's Common
Stock) ("NAV") in the aggregate amount of the Distribution. Such shares may be
newly issued by the Fund or may be issued out of treasury stock held by the
Fund.

(b) COMMON STOCK LISTED ON A NATIONAL SECURITIES EXCHANGE. If, on the
Record Date, the Fund's Common Stock is listed on a national securities exchange
and trading at a discount from NAV, funds credited to a participant's Account
will be used to purchase shares of Common Stock (a "Purchase"). The Plan Agent
will attempt, commencing five days prior to the last business day of the month
in which a Record Date occurs (the "Payment Date") and ending at the close of
business on the Payment Date, to acquire shares of Common Stock in the open
market. If and to the extent that the Plan Agent is unable to acquire sufficient
shares of Common Stock to satisfy the Distribution by the close of business on
the Payment Date, the Fund will issue to the Plan Agent shares of Common Stock
valued at NAV in the aggregate amount of the remaining value of the Distribution
(which may be newly issued shares or issued out of the Fund's treasury stock).
If, on the Record Date, shares of Common Stock are trading at a premium over
NAV, the Fund will issue on the Payment Date shares of its Common Stock (which
may be newly issued shares or issued out of the Fund's treasury stock) valued at
NAV on the Record Date to the Plan Agent in the aggregate amount of the funds
credited to the participants' accounts.

<PAGE>

4. ADJUSTMENT OF PURCHASE PRICE. In connection with each Distribution, the
Plan Agent will make a determination of the market value per share of Common
Stock (i) if the Fund's Common Stock is not listed on a national securities
exchange, by valuing such Common Stock at NAV, or (ii) if the Fund's Common
Stock is listed on a national securities exchange, by taking the higher of the
average of the closing sales prices at which shares of the Fund's Common Stock
traded on the last five days on which trading took place on such national
securities exchange prior to the Payment Date, or 95% of the opening sales price
on the Payment Date, which may be up to three months after the date as of which
the NAV was last determined.

5. DETERMINATION OF PURCHASE PRICE. The cost of full and fractional shares
of Common Stock acquired for each participant's Account in connection with a
Purchase shall be determined by the average cost per share, including brokerage
commissions as described in Paragraph 4 hereof, of the shares of Common Stock
acquired by the Plan Agent in connection with that Purchase. Stockholders will
receive a confirmation showing the average cost and number of shares of Common
Stock acquired as soon as practicable after the Plan Agent has received or the
Plan Agent has purchased shares of Common Stock. The Plan Agent may commingle
the cash in a participant's account with similar funds of other participants of
the Fund for whom the Plan Agent acts as agent under the Plan.

6. BROKERAGE CHARGES. There will be no brokerage charges with respect to
shares of Common Stock issued directly by the Company as a result of a
Distribution. However, each participant will pay a pro rata share of brokerage
commissions incurred with respect to the Plan Agent's open market purchases in
connection with the reinvestment of a Distribution. Brokerage charges for
purchasing small amounts of shares of Common Stock for individual Accounts
through the Plan can be expected to be less than the usual brokerage charges for
such transactions, as the Plan Agent will be purchasing shares of Common Stock
for all participants in blocks and prorating the lower commission thus
attainable.

7. SERVICE CHARGES. There is currently no service charge imposed on
participants in the Plan. The Fund reserves the right, however, in its sole
discretion, to amend the Plan at any time to include a service charge.

8. TRANSFER OF SHARES HELD BY THE PLAN AGENT The Plan Agent will maintain
each participant's Account and furnish each such participant with written
confirmation of all transactions in such participant's Account. Shares of Common
Stock in the Account are transferable only upon proper written instructions
delivered by a stockholder of record to the Plan Agent.

9. AMENDMENT AND TERMINATION OF THE PLAN. Experience under the Plan may
indicate that changes are desirable. Accordingly, the Fund reserves the right to
amend or terminate the Plan, including any provisions with respect to a
Distribution paid subsequent to notice thereof sent to participants in the Plan
at least 90 days before the record date for such Distribution.

10. WITHDRAWAL FROM THE PLAN. Stockholders may withdraw from the Plan at
any time by delivering written notice to the Plan Agent. If the proceeds of any
withdrawing stockholder's Account are $25,000 or less and the proceeds are to be
payable to the stockholder of record and mailed to the address of record, a
signature guarantee normally will not be required for notices by individual
account owners (including joint account owners). In all other cases, however,
the Plan Agent will require a signature guarantee. A notice of withdrawal will
be effective for the next Distribution following receipt of the notice by the
Plan Agent; PROVIDED, the notice is received by the Plan Agent at least 10 days
prior to the Record Date for such Distribution. When a participant withdraws
from the Plan, or when the Plan is terminated in accordance with Paragraph 9
hereof, the withdrawing participant will receive a cash payment for any
fractional shares of Common Stock based on NAV or the market price on the date
of withdrawal or termination, whichever is applicable.

-2-

<PAGE>

EXHIBIT 99.j

CUSTODIAN AGREEMENT

This Agreement is made as of January 31, 2000 by and between meVC DRAPER
FISHER JURVETSON FUND I, INC. a corporation organized and existing under the
laws of Delaware (the "FUND"), and STATE STREET BANK and TRUST COMPANY, a
Massachusetts trust company (the "CUSTODIAN"),

WITNESSETH: That in consideration of the mutual covenants and agreements
hereinafter contained, the parties hereto agree as follows:

SECTION 1. EMPLOYMENT OF CUSTODIAN AND PROPERTY TO BE HELD BY IT

The Fund hereby employs the Custodian as the custodian of its assets,
including securities which the Fund desires to be held in places within the
United States ("DOMESTIC SECURITIES") and securities it desires to be held
outside the United States ("FOREIGN SECURITIES"). The Fund agrees to deliver to
the Custodian all securities and cash owned by it, and all payments of income,
payments of principal or capital distributions received by it with respect to
all securities owned by it from time to time, and the cash consideration
received by it for such new or treasury shares of beneficial interest of the
Fund ("SHARES") as may be issued or sold from time to time. The Custodian shall
not be responsible for any property of the Fund held or received by the Fund and
not delivered to the Custodian. Further, the Custodian shall not be responsible
for any distribution-in-kind regarding an asset of the Fund to, or for the
benefit of, any holder of the Fund's Shares.

Upon receipt of "PROPER INSTRUCTIONS" (as such term is defined in Section 5
hereof), the Custodian shall from time to time employ one or more sub-custodians
located in the United States, but only in accordance with an applicable vote by
the Board of Directors of the Fund (the "BOARD"), and provided that the
Custodian shall have no more or less responsibility or liability to the Fund on
account of any actions or omissions of any sub-custodian so employed than any
such sub-custodian has to the Custodian. The Custodian may employ as
sub-custodian for the Fund's foreign securities the foreign banking institutions
and foreign securities depositories designated in Schedules A and B hereto but
only in accordance with the applicable provisions of Sections 3 and 4.

SECTION 2. DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE FUND HELD BY
THE CUSTODIAN IN THE UNITED STATES

SECTION 2.1 HOLDING SECURITIES. The Custodian shall hold and physically
segregate for the account of the Fund all non-cash property, to be held by it in
the United States including all domestic securities owned by the Fund, other
than (a) securities which are maintained pursuant to Section 2.8 in a clearing
agency which acts as a securities depository or in a book-entry system
authorized by the U.S. Department of the Treasury (each, a "U.S. SECURITIES
SYSTEM") and (b) commercial paper of an issuer for which State Street Bank and
Trust Company

<PAGE>

acts as issuing and paying agent ("DIRECT PAPER") which is deposited and/or
maintained in the Direct Paper System of the Custodian (the "DIRECT PAPER
SYSTEM") pursuant to Section 2.9.

SECTION 2.2 DELIVERY OF SECURITIES. The Custodian shall release and deliver
domestic securities owned by the Fund held by the Custodian or in a U.S.
Securities System account of the Custodian or in the Custodian's Direct Paper
book entry system account ("DIRECT PAPER SYSTEM ACCOUNT") only upon receipt of
Proper Instructions, which may be continuing instructions when deemed
appropriate by the parties, and only in the following cases:

1) Upon sale of such securities for the account of the Fund and receipt
of payment therefor;

2) Upon the receipt of payment in connection with any repurchase
agreement related to such securities entered into by the Fund;

3) In the case of a sale effected through a U.S. Securities System, in
accordance with the provisions of Section 2.8 hereof;

4) To the depository agent in connection with tender or other similar
offers for securities of the Fund;

5) To the issuer thereof or its agent when such securities are called,
redeemed, retired or otherwise become payable; provided that, in any
such case, the cash or other consideration is to be delivered to the
Custodian;

6) To the issuer thereof, or its agent, for transfer into the name of the
Fund or into the name of any nominee or nominees of the Custodian or
into the name or nominee name of any agent appointed pursuant to
Section 2.7 or into the name or nominee name of any sub-custodian
appointed pursuant to Section 1; or for exchange for a different
number of bonds, certificates or other evidence representing the same
aggregate face amount or number of units; PROVIDED that, in any such
case, the new securities are to be delivered to the Custodian;

7) Upon the sale of such securities for the account of the Fund, to the
broker or its clearing agent, against a receipt, for examination in
accordance with "street delivery" custom; provided that in any such
case, the Custodian shall have no responsibility or liability for any
loss arising from the delivery of such securities prior to receiving
payment for such securities except as may arise from the Custodian's
own negligence or willful misconduct;

8) For exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or readjustment of the
securities of the issuer of such securities, or pursuant to provisions
for conversion contained in such securities, or pursuant to any
deposit agreement; provided that, in any such case, the new securities
and cash, if any, are to be delivered to the Custodian;

2.
<PAGE>

9) In the case of warrants, rights or similar securities, the surrender
thereof in the exercise of such warrants, rights or similar securities
or the surrender of interim receipts or temporary securities for
definitive securities; provided that, in any such case, the new
securities and cash, if any, are to be delivered to the Custodian;

10) For delivery in connection with any loans of securities made by the
Fund, BUT ONLY against receipt of adequate collateral as agreed upon
from time to time by the Custodian and the Fund, which may be in the
form of cash or obligations issued by the United States government,
its agencies or instrumentalities, except that in connection with any
loans for which collateral is to be credited to the Custodian's
account in the book-entry system authorized by the U.S. Department of
the Treasury, the Custodian will not be held liable or responsible for
the delivery of securities owned by the Fund prior to the receipt of
such collateral;

11) For delivery as security in connection with any borrowing by the Fund
requiring a pledge of assets by the Fund, BUT ONLY against receipt of
amounts borrowed;

12) For delivery in accordance with the provisions of any agreement among
the Fund, the Custodian and a broker-dealer registered under the
Securities Exchange Act of 1934 (the "EXCHANGE ACT") and a member of
The National Association of Securities Dealers, Inc. ("NASD"),
relating to compliance with the rules of The Options Clearing
Corporation and of any registered national securities exchange, or of
any similar organization or organizations, regarding escrow or other
arrangements in connection with transactions by the Fund;

13) For delivery in accordance with the provisions of any agreement among
the Fund, the Custodian, and a futures commission merchant registered
under the Commodity Exchange Act, relating to compliance with the
rules of the Commodity Futures Trading Commission ("CFTC") and/or any
contract market, or any similar organization or organizations,
regarding account deposits in connection with transactions by the
Fund; and

14) For any other proper purpose, BUT ONLY upon receipt of Proper
Instructions from the Fund specifying the securities of the Fund to be
delivered, setting forth the purpose for which such delivery is to be
made, declaring such purpose to be a proper corporate purpose, and
naming the person or persons to whom delivery of such securities shall
be made.

SECTION 2.3 REGISTRATION OF SECURITIES. Domestic securities held by the
Custodian (other than bearer securities) shall be registered in the name of the
Fund or in the name of any nominee of the Fund or of any nominee of the
Custodian which nominee shall be assigned exclusively to the Fund, UNLESS the
Fund has authorized in writing the appointment of a nominee to be used in common
with other registered investment companies having the same investment advisor as
the Fund, or in the name or nominee name of any agent appointed pursuant to
Section 2.7 or in the name or nominee name of any sub-custodian appointed
pursuant to Section 1. All securities accepted by the Custodian on behalf of the
Fund under the terms of this Agreement

3.
<PAGE>

shall be in "street name" or other good delivery form. If, however, the Fund
directs the Custodian to maintain securities in "street name", the Custodian
shall utilize its best efforts only to timely collect income due the Fund on
such securities and to notify the Fund on a best efforts basis only of relevant
corporate actions including, without limitation, pendency of calls, maturities,
tender or exchange offers.

SECTION 2.4 BANK ACCOUNTS. The Custodian shall open and maintain a separate
bank account or accounts in the United States in the name of the Fund, subject
only to draft or order by the Custodian acting pursuant to the terms of this
Agreement, and shall hold in such account or accounts, subject to the provisions
hereof, all cash received by it from or for the account of the Fund, other than
cash maintained by the Fund in a bank account established and used in accordance
with Rule 17f-3 under the Investment Company Act of 1940, as amended (the "1940
ACT"). Funds held by the Custodian for the Fund may be deposited by it to its
credit as Custodian in the Banking Department of the Custodian or in such other
banks or trust companies as it may in its discretion deem necessary or
desirable; PROVIDED, however, that every such bank or trust company shall be
qualified to act as a custodian under the 1940 Act and that each such bank or
trust company and the funds to be deposited with each such bank or trust company
shall be approved by vote of a majority of the Board. Such funds shall be
deposited by the Custodian in its capacity as Custodian and shall be
withdrawable by the Custodian only in that capacity.

SECTION 2.5 COLLECTION OF INCOME. Subject to the provisions of Section 2.3,
the Custodian shall collect on a timely basis all income and other payments with
respect to registered domestic securities held hereunder to which the Fund shall
be entitled either by law or pursuant to custom in the securities business, and
shall collect on a timely basis all income and other payments with respect to
bearer domestic securities if, on the date of payment by the issuer, such
securities are held by the Custodian or its agent thereof and shall credit such
income, as collected, to the Fund's custodian account. Without limiting the
generality of the foregoing, the Custodian shall detach and present for payment
all coupons and other income items requiring presentation as and when they
become due and shall collect interest when due on securities held hereunder.
Income due the Fund on securities loaned pursuant to the provisions of Section
2.2 (10) shall be the responsibility of the Fund. The Custodian will have no
duty or responsibility in connection therewith, other than to provide the Fund
with such information or data as may be necessary to assist the Fund in
arranging for the timely delivery to the Custodian of the income to which the
Fund is properly entitled.

SECTION 2.6 PAYMENT OF FUND MONIES. Upon receipt of Proper Instructions,
which may be continuing instructions when deemed appropriate by the parties, the
Custodian shall pay out monies of the Fund in the following cases only:

1) Upon the purchase of domestic securities, options, futures contracts
or options on futures contracts for the account of the Fund but only
(a) against the delivery of such securities or evidence of title to
such options, futures contracts or options on futures contracts to the
Custodian (or any bank, banking firm or trust company doing business
in the United States or abroad which is qualified under the 1940 Act
to act as a custodian and has been designated by the Custodian as its
agent for this purpose) registered in the name of the Fund or in the
name of a nominee of

4.
<PAGE>

the Custodian referred to in Section 2.3 hereof or in proper form for
transfer; (b) in the case of a purchase effected through a U.S.
Securities System, in accordance with the conditions set forth in
Section 2.8 hereof; (c) in the case of a purchase involving the Direct
Paper System, in accordance with the conditions set forth in Section
2.9; (d) in the case of repurchase agreements entered into between the
Fund and the Custodian, or another bank, or a broker-dealer which is a
member of NASD, (i) against delivery of the securities either in
certificate form or through an entry crediting the Custodian's account
at the Federal Reserve Bank with such securities or (ii) against
delivery of the receipt evidencing purchase by the Fund of securities
owned by the Custodian along with written evidence of the agreement by
the Custodian to repurchase such securities from the Fund or (e) for
transfer to a time deposit account of the Fund in any bank, whether
domestic or foreign; such transfer may be effected prior to receipt of
a confirmation from a broker and/or the applicable bank pursuant to
Proper Instructions from the Fund as defined herein;

2) In connection with conversion, exchange or surrender of securities
owned by the Fund as set forth in Section 2.2 hereof;

3) For the payment of any expense or liability incurred by the Fund,
including but not limited to the following payments for the account of
the Fund: interest, taxes, management, accounting, transfer agent and
legal fees, and operating expenses of the Fund whether or not such
expenses are to be in whole or part capitalized or treated as deferred
expenses;

4) For the payment of any dividends on Shares declared pursuant to the
governing documents of the Fund;

5) For payment of the amount of dividends received in respect of
securities sold short; and

6) For any other proper corporate purpose, BUT ONLY upon receipt of
Proper Instructions from the Fund specifying the amount of such
payment, setting forth the purpose for which such payment is to be
made, declaring such purpose to be a proper corporate purpose, and
naming the person or persons to whom such payment is to be made.

SECTION 2.7 APPOINTMENT OF AGENTS. The Custodian may at any time or times
in its discretion appoint (and may at any time remove) any other bank or trust
company which is itself qualified under the 1940 Act to act as a custodian, as
its agent to carry out such of the provisions of this Section 2 as the Custodian
may from time to time direct; PROVIDED, however, that the appointment of any
agent shall not relieve the Custodian of its responsibilities or liabilities
hereunder.

SECTION 2.8 DEPOSIT OF FUND ASSETS IN U.S. SECURITIES SYSTEMS. The
Custodian may deposit and/or maintain securities owned by the Fund in a clearing
agency registered with

5.
<PAGE>

the United States Securities and Exchange Commission (the "SEC") under Section
17A of the Exchange Act , which acts as a securities depository, or in the
book-entry system authorized by the U.S. Department of the Treasury and certain
federal agencies, collectively referred to herein as "U.S. SECURITIES SYSTEM" in
accordance with applicable Federal Reserve Board and SEC rules and regulations,
if any, and subject to the following provisions:

1) The Custodian may keep securities of the Fund in a U.S. Securities
System provided that such securities are represented in an account of
the Custodian in the U.S. Securities System (the "U.S. SECURITIES
SYSTEM ACCOUNT") which account shall not include any assets of the
Custodian other than assets held as a fiduciary, custodian or
otherwise for customers;

2) The records of the Custodian with respect to securities of the Fund
which are maintained in a U.S. Securities System shall identify by
book-entry those securities belonging to the Fund;

3) The Custodian shall pay for securities purchased for the account of
the Fund upon (i) receipt of advice from the U.S. Securities System
that such securities have been transferred to the U.S. Securities
System Account, and (ii) the making of an entry on the records of the
Custodian to reflect such payment and transfer for the account of the
Fund. The Custodian shall transfer securities sold for the account of
the Fund upon (i) receipt of advice from the U.S. Securities System
that payment for such securities has been transferred to the U.S.
Securities System Account, and (ii) the making of an entry on the
records of the Custodian to reflect such transfer and payment for the
account of the Fund. Copies of all advices from the U.S. Securities
System of transfers of securities for the account of the Fund shall
identify the Fund, be maintained for the Fund by the Custodian and be
provided to the Fund at its request. Upon request, the Custodian shall
furnish the Fund confirmation of each transfer to or from the account
of the Fund in the form of a written advice or notice and shall
furnish to the Fund copies of daily transaction sheets reflecting each
day's transactions in the U.S. Securities System for the account of
the Fund;

4) The Custodian shall provide the Fund with any report obtained by the
Custodian on the U.S. Securities System's accounting system, internal
accounting control and procedures for safeguarding securities
deposited in the U.S. Securities System; and

5) Anything to the contrary in this Agreement notwithstanding, the
Custodian shall be liable to the Fund for any loss or damage to the
Fund resulting from use of the U.S. Securities System by reason of any
negligence, misfeasance or misconduct of the Custodian or any of its
agents or of any of its or their employees or from failure of the
Custodian or any such agent to enforce effectively such rights as it
may have against the U.S. Securities System; at the election of the
Fund, it shall be entitled to be subrogated to the rights of the
Custodian with respect to any claim against the U.S. Securities System
or any other person which the Custodian

6.
<PAGE>

may have as a consequence of any such loss or damage if and to the
extent that the Fund has not been made whole for any such loss or
damage.

7.
<PAGE>

SECTION 2.9 FUND ASSETS HELD IN THE CUSTODIAN'S DIRECT PAPER SYSTEM. The
Custodian may deposit and/or maintain securities owned by the Fund in the Direct
Paper System of the Custodian subject to the following provisions:

1) No transaction relating to securities in the Direct Paper System will
be effected in the absence of Proper Instructions;

2) The Custodian may keep securities of the Fund in the Direct Paper
System only if such securities are represented in the Direct Paper
System Account, which account shall not include any assets of the
Custodian other than assets held as a fiduciary, custodian or
otherwise for customers;

3) The records of the Custodian with respect to securities of the Fund
which are maintained in the Direct Paper System shall identify by
book-entry those securities belonging to the Fund;

4) The Custodian shall pay for securities purchased for the account of
the Fund upon the making of an entry on the records of the Custodian
to reflect such payment and transfer of securities to the account of
the Fund. The Custodian shall transfer securities sold for the account
of the Fund upon the making of an entry on the records of the
Custodian to reflect such transfer and receipt of payment for the
account of the Fund;

5) The Custodian shall furnish the Fund confirmation of each transfer to
or from the account of the Fund, in the form of a written advice or
notice, of Direct Paper on the next business day following such
transfer and shall furnish to the Fund copies of daily transaction
sheets reflecting each day's transaction in the Direct Paper System
for the account of the Fund; and

6) The Custodian shall provide the Fund with any report on its system of
internal accounting control as the Fund may reasonably request from
time to time.

SECTION 2.10 SEGREGATED ACCOUNT. The Custodian shall upon receipt of Proper
Instructions establish and maintain a segregated account or accounts for and on
behalf of the Fund, into which account or accounts may be transferred cash
and/or securities, including securities maintained in an account by the
Custodian pursuant to Section 2.8 hereof, (i) in accordance with the provisions
of any agreement among the Fund, the Custodian and a broker-dealer registered
under the Exchange Act and a member of the NASD (or any futures commission
merchant registered under the Commodity Exchange Act), relating to compliance
with the rules of The Options Clearing Corporation and of any registered
national securities exchange (or the CFTC or any registered contract market), or
of any similar organization or organizations, regarding escrow or other
arrangements in connection with transactions by the Fund, (ii) for purposes of
segregating cash or government securities in connection with options purchased,
sold or written by the Fund or commodity futures contracts or options thereon
purchased or sold by the Fund, (iii) for the purposes of compliance by the Fund
with the procedures required by Investment Company Act Release No. 10666, or any
subsequent release

8.
<PAGE>

SEC, or interpretive opinion of the staff of the SEC, relating to the
maintenance of segregated accounts by registered investment companies and (iv)
for other proper purposes, BUT ONLY, in the case of clause (iv), upon receipt of
Proper Instructions the purpose or purposes of such segregated account and
declaring such purpose(s) to be a proper corporate purpose.

SECTION 2.11 OWNERSHIP CERTIFICATES FOR TAX PURPOSES. The Custodian shall
execute ownership and other certificates and affidavits for all federal and
state tax purposes in connection with receipt of income or other payments with
respect to domestic securities of the Fund held by it and in connection with
transfers of securities.

SECTION 2.12 PROXIES. The Custodian shall, with respect to the domestic
securities held hereunder, cause to be promptly executed by the registered
holder of such securities, if the securities are registered otherwise than in
the name of the Fund or a nominee of the Fund, all proxies, without indication
of the manner in which such proxies are to be voted, and shall promptly deliver
to the Fund such proxies, all proxy soliciting materials and all notices
relating to such securities.

SECTION 2.13 COMMUNICATIONS RELATING TO FUND SECURITIES. Subject to the
provisions of Section 2.3, the Custodian shall transmit promptly to the Fund all
written information (including, without limitation, pendency of calls and
maturities of domestic securities and expirations of rights in connection
therewith and notices of exercise of call and put options written by the Fund
and the maturity of futures contracts purchased or sold by the Fund) received by
the Custodian from issuers of the securities being held for the Fund. With
respect to tender or exchange offers, the Custodian shall transmit promptly to
the Fund all written information received by the Custodian from issuers of the
securities whose tender or exchange is sought and from the party (or his agents)
making the tender or exchange offer. If the Fund desires to take action with
respect to any tender offer, exchange offer or any other similar transaction,
the Fund shall notify the Custodian at least three business days prior to the
date on which the Custodian is to take such action.

SECTION 3. THE CUSTODIAN AS FOREIGN CUSTODY MANAGER OF THE FUND

SECTION 3.1 DEFINITIONS. The following capitalized terms shall have the
indicated meanings:

Capitalized terms in this Article 3 shall have the following meanings:

"COUNTRY RISK" means all factors reasonably related to the systemic risk of
holding Foreign Assets in a particular country including, but not limited to,
such country's political environment; economic and financial infrastructure
(including any Mandatory Securities Depositories operating in the country);
prevailing or developing custody and settlement practices; and laws and
regulations applicable to the safekeeping and recovery of Foreign Assets held in
custody in that country.

9.
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"ELIGIBLE FOREIGN CUSTODIAN" has the meaning set forth in section (a)(1) of Rule
17f-5, including a majority-owned or indirect subsidiary of a U.S. Bank (as
defined in Rule 17f-5), a bank holding company meeting the requirements of an
Eligible Foreign Custodian (as set forth in Rule 17f-5 or by other appropriate
action of the SEC), or a foreign branch of a Bank (as defined in Section 2(a)(5)
of the 1940 Act) meeting the requirements of a custodian under Section 17(f) of
the 1940 Act, except that the term does not include Mandatory Securities
Depositories.

"FOREIGN ASSETS" means any of the Fund's investments (including foreign
currencies) for which the primary market is outside the United States and such
cash and cash equivalents as are reasonably necessary to effect the Fund's
transactions in such investments.

"FOREIGN CUSTODY MANAGER" has the meaning set forth in section (a)(2) of
Rule 17f-5.

"MANDATORY SECURITIES DEPOSITORY" means a foreign securities depository or
clearing agency that, either as a legal or practical matter, must be used if the
Fund determines to place Foreign Assets in a country outside the United States
(i) because required by law or regulation; (ii) because securities cannot be
withdrawn from such foreign securities depository or clearing agency; or (iii)
because maintaining or effecting trades in securities outside the foreign
securities depository or clearing agency is not consistent with prevailing or
developing custodial or market practices.

SECTION 3.2 DELEGATION TO THE CUSTODIAN AS FOREIGN CUSTODY MANAGER. The
Fund, by resolution adopted by the Board, hereby delegates to the Custodian,
subject to Section (b) of Rule 17f-5, the responsibilities set forth in this
Section 3 with respect to Foreign Assets held outside the United States, and the
Custodian hereby accepts such delegation, as Foreign Custody Manager of the Fund

SECTION 3.3 COUNTRIES COVERED. The Foreign Custody Manager shall be
responsible for performing the delegated responsibilities defined below only
with respect to the countries and custody arrangements for each such country
listed on Schedule A to this Agreement, which list of countries may be amended
from time to time by the Fund with the agreement of the Foreign Custody Manager.
The Foreign Custody Manager shall list on Schedule A the Eligible Foreign
Custodians selected by the Foreign Custody Manager to maintain the Fund's
assets, which list of Eligible Foreign Custodians may be amended from time to
time in the sole discretion of the Foreign Custody Manager. Mandatory Securities
Depositories are listed on Schedule B to this Contract, which Schedule B may be
amended from time to time by the Foreign Custody Manager. The Foreign Custody
Manager will provide amended versions of Schedules A and B in accordance with
Section 3.7 hereof.

Upon the receipt by the Foreign Custody Manager of Proper Instructions to
open an account, or to place or maintain Foreign Assets, in a country listed on
Schedule A, and the fulfillment by the Fund of the applicable account opening
requirements for such country, the Foreign Custody Manager shall be deemed to
have been delegated by the Board responsibility as Foreign Custody Manager with
respect to that country and to have accepted such delegation. Following the
receipt of Proper Instructions directing the Foreign Custody Manager to close
the

10.
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account of the Fund with the Eligible Foreign Custodian selected by the
Foreign Custody Manager in a designated country, the delegation by the Board to
the Custodian as Foreign Custody Manager for that country shall be deemed to
have been withdrawn and the Custodian shall immediately cease to be the Foreign
Custody Manager of the Fund with respect to that country.

The Foreign Custody Manager may withdraw its acceptance of delegated
responsibilities with respect to a designated country upon written notice to the
Fund. Thirty days (or such longer period as to which the parties agree in
writing) after receipt of any such notice by the Fund, the Custodian shall have
no further responsibility as Foreign Custody Manager to the Fund with respect to
the country as to which the Custodian's acceptance of delegation is withdrawn.

SECTION 3.4 SCOPE OF DELEGATED RESPONSIBILITIES.

3.4.1. SELECTION OF ELIGIBLE FOREIGN CUSTODIANS. Subject to the provisions
of this Section 3, the Foreign Custody Manager may place and maintain the
Foreign Assets in the care of the Eligible Foreign Custodian selected by the
Foreign Custody Manager in each country listed on Schedule A, as amended from
time to time. In performing its delegated responsibilities as Foreign Custody
Manager to place or maintain Foreign Assets with an Eligible Foreign Custodian,
the Foreign Custody Manager shall determine that the Foreign Assets will be
subject to reasonable care, based on the standards applicable to custodians in
the country in which the Foreign Assets will be held by that Eligible Foreign
Custodian, after considering all factors relevant to the safekeeping of such
assets, including, without limitation the factors specified in Rule 17f-5(c)(1).

3.4.2. CONTRACTS WITH ELIGIBLE FOREIGN CUSTODIANS. The Foreign Custody
Manager shall determine that the contract (or the rules or established practices
or procedures in the case of an Eligible Foreign Custodian that is a foreign
securities depository or clearing agency) governing the foreign custody
arrangements with each Eligible Foreign Custodian selected by the Foreign
Custody Manager will satisfy the requirements of Rule 17f-5(c)(2).

3.4.3. MONITORING. In each case in which the Foreign Custody Manager
maintains Foreign Assets with an Eligible Foreign Custodian selected by the
Foreign Custody Manager, the Foreign Custody Manager shall establish a system to
monitor (i) the appropriateness of maintaining the Foreign Assets with such
Eligible Foreign Custodian and (ii) the contract governing the custody
arrangements established by the Foreign Custody Manager with the Eligible
Foreign Custodian (or the rules or established practices and procedures in the
case of an Eligible Foreign Custodian selected by the Foreign Custody Manager
which is a foreign securities depository or clearing agency that is not a
Mandatory Securities Depository). In the event the Foreign Custody Manager
determines that the custody arrangements with an Eligible Foreign Custodian it
has selected are no longer appropriate, the Foreign Custody Manager shall notify
the Board in accordance with Section 3.7 hereunder.

SECTION 3.5 GUIDELINES FOR THE EXERCISE OF DELEGATED AUTHORITY. For
purposes of this Section 3, the Board shall be deemed to have considered and
determined to accept such Country Risk as is incurred by placing and maintaining
the Foreign Assets in each country for

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which the Custodian is serving as Foreign Custody Manager of the Fund, and the
Board shall be deemed to be monitoring on a continuing basis such Country Risk
to the extent that the Board considers necessary or appropriate. The Fund and
the Custodian each expressly acknowledge that the Foreign Custody Manager shall
not be delegated any responsibilities under this Section 3 with respect to
Mandatory Securities Depositories.

SECTION 3.6 STANDARD OF CARE AS FOREIGN CUSTODY MANAGER OF THE FUND. In
performing the responsibilities delegated to it, the Foreign Custody Manager
agrees to exercise reasonable care, prudence and diligence such as a person
having responsibility for the safekeeping of assets of management investment
companies registered under the 1940 Act would exercise.

SECTION 3.7 REPORTING REQUIREMENTS. The Foreign Custody Manager shall
report the withdrawal of the Foreign Assets from an Eligible Foreign Custodian
and the placement of such Foreign Assets with another Eligible Foreign Custodian
by providing to the Board amended Schedules A or B at the end of the calendar
quarter in which an amendment to either Schedule has occurred. The Foreign
Custody Manager shall make written reports notifying the Board of any other
material change in the foreign custody arrangements of the Fund described in
this Section 3 after the occurrence of the material change.

SECTION 3.8 REPRESENTATIONS WITH RESPECT TO RULE 17f-5. The Foreign Custody
Manager represents to the Fund that it is a U.S. Bank as defined in section
(a)(7) of Rule 17f-5. The Fund represents to the Custodian that the Board has
determined that it is reasonable for the Board to rely on the Custodian to
perform the responsibilities delegated pursuant to this Agreement to the
Custodian as the Foreign Custody Manager of the Fund.

SECTION 3.9 EFFECTIVE DATE AND TERMINATION OF THE CUSTODIAN AS FOREIGN
CUSTODY MANAGER. The Board's delegation to the Custodian as Foreign Custody
Manager of the Fund shall be effective as of the date of execution of this
Agreement and shall remain in effect until terminated at any time, without
penalty, by written notice from the terminating party to the non-terminating
party. Termination will become effective thirty (30) days after receipt by the
non-terminating party of such notice. The provisions of Section 3.3 hereof shall
govern the delegation to and termination of the Custodian as Foreign Custody
Manager of the Fund with respect to designated countries.

SECTION 4. DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE FUND HELD
OUTSIDE OF THE UNITED STATES

SECTION 4.1 DEFINITIONS. Capitalized terms in this Section 4 shall
have the following meanings:

"FOREIGN SECURITIES SYSTEM" means either a clearing agency or a securities
depository listed on Schedule A hereto or a Mandatory Securities Depository
listed on Schedule B hereto.

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"FOREIGN SUB-CUSTODIAN" means a foreign banking institution serving as an
Eligible Foreign Custodian.

SECTION 4.2 HOLDING SECURITIES. The Custodian shall identify on its books
as belonging to the Fund the foreign securities held by each Foreign
Sub-Custodian or Foreign Securities System. The Custodian may hold foreign
securities for all of its customers, including the Fund, with any Foreign
Sub-Custodian in an account that is identified as belonging to the Custodian for
the benefit of its customers, PROVIDED HOWEVER, that (i) the records of the
Custodian with respect to foreign securities of the Fund which are maintained in
such account shall identify those securities as belonging to the Fund and (ii),
to the extent permitted and customary in the market in which the account is
maintained, the Custodian shall require that securities so held by the Foreign
Sub-Custodian be held separately from any assets of such Foreign Sub-Custodian
or of other customers of such Foreign Sub-Custodian.

SECTION 4.3 FOREIGN SECURITIES SYSTEMS. Foreign securities shall be
maintained in a Foreign Securities System in a designated country only through
arrangements implemented by the Foreign Sub-Custodian in such country pursuant
to the terms of this Agreement.

SECTION 4.4 TRANSACTIONS IN FOREIGN CUSTODY ACCOUNT.

4.4.1. DELIVERY OF FOREIGN SECURITIES. The Custodian or a Foreign
Sub-Custodian shall release and deliver foreign securities of the Fund held by
such Foreign Sub-Custodian, or in a Foreign Securities System account, only upon
receipt of Proper Instructions, which may be continuing instructions when deemed
appropriate by the parties, and only in the following cases:

(i) upon the sale of such foreign securities for the Fund in
accordance with commercially reasonable market practice in the
country where such foreign securities are held or traded,
including, without limitation: (A) delivery against expectation of
receiving later payment; or (B) in the case of a sale effected
through a Foreign Securities System in accordance with the rules
governing the operation of the Foreign Securities System;

(ii) in connection with any repurchase agreement related to foreign
securities;

(iii) to the depository agent in connection with tender or other similar
offers for foreign securities of the Fund;

(iv) to the issuer thereof or its agent when such foreign securities
are called, redeemed, retired or otherwise become payable;

(v) to the issuer thereof, or its agent, for transfer into the name of
the Custodian (or the name of the respective Foreign Sub-Custodian
or of any nominee of the Custodian or such Foreign Sub-Custodian)
or for exchange for a different number of bonds, certificates or
other evidence representing the same aggregate face amount or
number of units;

13.
<PAGE>

(vi) to brokers, clearing banks or other clearing agents for
examination or trade execution in accordance with market custom;
PROVIDED that in any such case the Foreign Sub-Custodian shall
have no responsibility or liability for any loss arising from the
delivery of such securities prior to receiving payment for such
securities except as may arise from the Foreign Sub-Custodian's
own negligence or willful misconduct;

(vii) for exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or readjustment of
the securities of the issuer of such securities, or pursuant to
provisions for conversion contained in such securities, or
pursuant to any deposit agreement;

(viii) in the case of warrants, rights or similar foreign securities, the
surrender thereof in the exercise of such warrants, rights or
similar securities or the surrender of interim receipts or
temporary securities for definitive securities;

(ix) for delivery as security in connection with any borrowings by the
Fund requiring a pledge of assets by the Fund;

(x) in connection with trading in options and futures contracts,
including delivery as original margin and variation margin;

(xi) in connection with the lending of foreign securities; and

(xii) for any other proper purpose, BUT ONLY upon receipt of Proper
Instructions specifying the foreign securities to be delivered,
setting forth the purpose for which such delivery is to be made,
declaring such purpose to be a proper corporate purpose, and
naming the person or persons to whom delivery of such securities
shall be made.

4.4.2. PAYMENT OF FUND MONIES.

Upon receipt of Proper Instructions, which may be continuing instructions when
deemed appropriate by the parties, the Custodian shall pay out, or direct the
respective Foreign Sub-Custodian or the respective Foreign Securities System to
pay out, monies of the Fund in the following cases only:

(i) upon the purchase of foreign securities for the Fund, unless
otherwise directed by Proper Instructions, by (A) delivering money
to the seller thereof or to a dealer therefor (or an agent for
such seller or dealer) against expectation of receiving later
delivery of such foreign securities; or (B) in the case of a
purchase effected through a Foreign Securities System, in
accordance with the rules governing the operation of such Foreign
Securities System;

(ii) in connection with the conversion, exchange or surrender of
foreign securities of the Fund;

14.
<PAGE>

(iii) for the payment of any expense or liability of the Fund, including
but not limited to the following payments: interest, taxes,
investment advisory fees, transfer agency fees, fees under this
Agreement, legal fees, accounting fees, and other operating
expenses;

(iv) for the purchase or sale of foreign exchange or foreign exchange
contracts for the Fund, including transactions executed with or
through the Custodian or its Foreign Sub-Custodians;

(v) in connection with trading in options and futures contracts,
including delivery as original margin and variation margin;

(vi) in connection with the borrowing or lending of foreign securities;
and

(vii) for any other proper purpose, BUT ONLY upon receipt of Proper
Instructions specifying the amount of such payment, setting forth
the purpose for which such payment is to be made, declaring such
purpose to be a proper corporate purpose, and naming the person or
persons to whom such payment is to be made.

4.4.3. MARKET CONDITIONS. Notwithstanding any provision of this Agreement
to the contrary, settlement and payment for Foreign Assets received for the
account of the Fund and delivery of Foreign Assets maintained for the account of
the Fund may be effected in accordance with the customary established securities
trading or processing practices and procedures in the country or market in which
the transaction occurs, including, without limitation, delivering Foreign Assets
to the purchaser thereof or to a dealer therefor (or an agent for such purchaser
or dealer) with the expectation of receiving later payment for such Foreign
Assets from such purchaser or dealer.

The Custodian shall provide to the Board the information with respect to
custody and settlement practices in countries in which the Custodian employs a
Foreign Sub-Custodian, including without limitation information relating to
Foreign Securities Systems, described on Schedule C hereto at the time or times
set forth on such Schedule. The Custodian may revise Schedule C from time to
time, provided that no such revision shall result in the Board being provided
with substantively less information than had been previously provided hereunder.

SECTION 4.5 REGISTRATION OF FOREIGN SECURITIES. The foreign securities
maintained in the custody of a Foreign Sub-Custodian (other than bearer
securities) shall be registered in the name of the Fund or in the name of the
Custodian or in the name of any Foreign Sub-Custodian or in the name of any
nominee of the foregoing, and the Fund agrees to hold any such nominee harmless
from any liability as a holder of record of such foreign securities. The
Custodian or a Foreign Sub-Custodian shall not be obligated to accept securities
on behalf of the Fund under the terms of this Agreement unless the form of such
securities and the manner in which they are delivered are in accordance with
reasonable market practice.

15.
<PAGE>

SECTION 4.6 BANK ACCOUNTS. The Custodian shall identify on its books as
belonging to the Fund cash (including cash denominated in foreign currencies)
deposited with the Custodian. Where the Custodian is unable to maintain, or
market practice does not facilitate the maintenance of, cash on the books of the
Custodian, a bank account or bank accounts opened and maintained outside the
United States on behalf of the Fund with a Foreign Sub-Custodian shall be
subject only to draft or order by the Custodian or such Foreign Sub-Custodian,
acting pursuant to the terms of this Agreement to hold cash received by or from
or for the account of the Fund.

SECTION 4.7 COLLECTION OF INCOME. The Custodian shall use reasonable
commercial efforts to collect all income and other payments with respect to the
Foreign Assets held hereunder to which the Fund shall be entitled and shall
credit such income, as collected, to the Fund. In the event that extraordinary
measures are required to collect such income, the Fund and the Custodian shall
consult as to such measures and as to the compensation and expenses of the
Custodian relating to such measures.

SECTION 4.8 SHAREHOLDER RIGHTS. With respect to the foreign securities
held pursuant to this Agreement, the Custodian will use reasonable commercial
efforts to facilitate the exercise of voting and other shareholder rights,
subject always to the laws, regulations and practical constraints that may exist
in the country where such securities are issued. The Fund acknowledges that
local conditions, including lack of regulation, onerous procedural obligations,
lack of notice and other factors may have the effect of severely limiting the
ability of the Fund to exercise shareholder rights.

SECTION 4.9 COMMUNICATIONS RELATING TO FOREIGN SECURITIES. The Custodian
shall transmit promptly to the Fund written information (including, without
limitation, pendency of calls and maturities of foreign securities and
expirations of rights in connection therewith) received by the Custodian via the
Foreign Sub-Custodians from issuers of the foreign securities being held for the
account of the Fund. With respect to tender or exchange offers, the Custodian
shall transmit promptly to the Fund written information so received by the
Custodian from issuers of the foreign securities whose tender or exchange is
sought or from the party (or its agents) making the tender or exchange offer.
The Custodian shall not be liable for any untimely exercise of any tender,
exchange or other right or power in connection with foreign securities or other
property of the Fund at any time held by it unless (i) the Custodian or the
respective Foreign Sub-Custodian is in actual possession of such foreign
securities or property and (ii) the Custodian receives Proper Instructions with
regard to the exercise of any such right or power, and both (i) and (ii) occur
at least three business days prior to the date on which the Custodian is to take
action to exercise such right or power.

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SECTION 4.10 LIABILITY OF FOREIGN SUB-CUSTODIANS AND FOREIGN SECURITIES
SYSTEMS. Each agreement pursuant to which the Custodian employs as a Foreign
Sub-Custodian shall, to the extent possible, require the Foreign Sub-Custodian
to exercise reasonable care in the performance of its duties and, to the extent
possible, to indemnify, and hold harmless, the Custodian from and against any
loss, damage, cost, expense, liability or claim arising out of or in connection
with the Foreign Sub-Custodian's performance of such obligations. At the Fund's
election, it shall be entitled to be subrogated to the rights of the Custodian
with respect to any claims against a Foreign Sub-Custodian as a consequence of
any such loss, damage, cost, expense, liability or claim if and to the extent
that the Fund has not been made whole for any such loss, damage, cost, expense,
liability or claim.

SECTION 4.11 TAX LAW. The Custodian shall have no responsibility or
liability for any obligations now or hereafter imposed on the Fund or the
Custodian as custodian of the Fund by the tax law of the United States or of any
state or political subdivision thereof. It shall be the responsibility of the
Fund to notify the Custodian of the obligations imposed on the Fund or the
Custodian as custodian of the Fund by the tax law of countries other than those
mentioned in the above sentence, including responsibility for withholding and
other taxes, assessments or other governmental charges, certifications and
governmental reporting. The sole responsibility of the Custodian with regard to
such tax law shall be to use reasonable efforts to assist the Fund with respect
to any claim for exemption or refund under the tax law of countries for which
the Fund has provided such information.

SECTION 4.12 CONFLICT. If the Custodian is delegated the responsibilities
of Foreign Custody Manager pursuant to the terms of Section 3 hereof, in the
event of any conflict between the provisions of Sections 3 and 4 hereof, the
provisions of Section 3 shall prevail.

SECTION 5. PROPER INSTRUCTIONS

Proper Instructions as used throughout this Agreement means a writing
signed or initialed by one or more person or persons as the Board shall have
from time to time authorized. Each such writing shall set forth the specific
transaction or type of transaction involved, including a specific statement of
the purpose for which such action is requested. Oral instructions will be
considered Proper Instructions if the Custodian reasonably believes them to have
been given by a person authorized to give such instructions with respect to the
transaction involved. The Fund shall cause all oral instructions to be confirmed
in writing. Proper Instructions may include communications effected directly
between electro-mechanical or electronic devices provided that the Fund and the
Custodian agree to security procedures, including but not limited to, the
security procedures selected by the Fund in the Funds Transfer Addendum attached
hereto. For purposes of this Section, Proper Instructions shall include
instructions received by the Custodian pursuant to any three-party agreement
which requires a segregated asset account in accordance with Section 2.10.

SECTION 6. ACTIONS PERMITTED WITHOUT EXPRESS AUTHORITY

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The Custodian may in its discretion, without express authority from the
Fund:

1) make payments to itself or others for minor expenses of handling
securities or other similar items relating to its duties under
this Agreement, PROVIDED that all such payments shall be accounted
for to the Fund;

2) surrender securities in temporary form for securities in
definitive form;

3) endorse for collection, in the name of the Fund, checks, drafts
and other negotiable instruments; and

4) in general, attend to all non-discretionary details in connection
with the sale, exchange, substitution, purchase, transfer and
other dealings with the securities and property of the Fund except
as otherwise directed by the Board.

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SECTION 7. EVIDENCE OF AUTHORITY

The Custodian shall be protected in acting upon any instructions, notice,
request, consent, certificate or other instrument or paper believed by it to be
genuine and to have been properly executed by or on behalf of the Fund. The
Custodian may receive and accept a copy of a resolution of the Board of the Fund
certified by the Secretary or an Assistant Secretary of the Fund (a "Certified
Resolution") as conclusive evidence (a) of the authority of any person to act in
accordance with such resolution or (b) of any determination or of any action by
the Board as described in such resolution, and such resolution may be considered
as in full force and effect until receipt by the Custodian of written notice to
the contrary.

SECTION 8. DUTIES OF CUSTODIAN WITH RESPECT TO THE BOOKS OF ACCOUNT AND
CALCULATION OF NET ASSET VALUE AND NET INCOME

The Custodian shall cooperate with and supply necessary information to
the entity or entities appointed by the Board to keep the books of account of
the Fund and/or compute the net asset value per Share of the outstanding Shares
or, if directed in writing to do so by the Fund, shall itself keep such books of
account and/or compute such net asset value per Share. If so directed, the
Custodian shall also calculate weekly the net income of the Fund as described in
the Fund's currently effective prospectus and statement of additional
information (the "Prospectus") and shall advise the Fund and the transfer agent
for the Fund (the "Transfer Agent") weekly of the total amounts of such net
income and, if instructed in writing by an officer of the Fund to do so, shall
advise the Transfer Agent periodically of the division of such net income among
its various components. The calculations of the net asset value per Share and
the weekly income of the Fund shall be made at the time or times described from
time to time in the Prospectus.

SECTION 9. RECORDS

The Custodian shall create and maintain all records relating to its
activities and obligations under this Agreement in such manner as will meet the
obligations of the Fund under the 1940 Act, with particular attention to Section
31 thereof and Rules 31a-1 and 31a-2 thereunder. All such records shall be the
property of the Fund and shall at all times during the regular business hours of
the Custodian be open for inspection by duly authorized officers, employees or
agents of the Fund and employees and agents of the SEC. The Custodian shall, at
the Fund's request, supply the Fund with a tabulation of securities owned by the
Fund and held by the Custodian and shall, when requested to do so by the Fund
and for such compensation as shall be agreed upon between the Fund and the
Custodian, include certificate numbers in such tabulations.

SECTION 10. OPINION OF FUND'S INDEPENDENT ACCOUNTANT

The Custodian shall take all reasonable action, as the Fund may from time
to time request, to obtain from year to year favorable opinions from the Fund's
independent accountants

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with respect to its activities hereunder in connection with the preparation of
the Fund's Form N-2, and Form N-SAR or other annual reports to the SEC and with
respect to any other requirements thereof.

SECTION 11. REPORTS TO FUND BY INDEPENDENT PUBLIC ACCOUNTANTS

The Custodian shall provide the Fund, at such times as the Fund may
reasonably require, with reports by independent public accountants on the
accounting system, internal accounting control and procedures for safeguarding
securities, futures contracts and options on futures contracts, including
securities deposited and/or maintained in a U.S. Securities System or a Foreign
Securities System, relating to the services provided by the Custodian under this
Agreement; such reports, shall be of sufficient scope and in sufficient detail,
as may reasonably be required by the Fund to provide reasonable assurance that
any material inadequacies would be disclosed by such examination, and, if there
are no such inadequacies, the reports shall so state.

SECTION 12. COMPENSATION OF CUSTODIAN

The Custodian shall be entitled to reasonable compensation for its
services and expenses as Custodian, as agreed upon from time to time between the
Custodian and the Fund's investment advisor (the "Investment Advisor"). In
connection therewith, the Fund hereby guaranties full payment and punctual
performance and fulfillment to the Custodian of all liabilities, obligations and
undertakings of the Investment Advisor to the Custodian, whether direct or
indirect, absolute or contingent, due or to become due, now existing or
hereafter arising or acquired, under any fee schedule regarding any service
provided by the Custodian for the benefit of the Fund or any cost, expense or
disbursement relative thereto, and all present or future agreements arising
from, or relative to, the subject matter thereof. The guaranty contained herein
shall survive the termination of this Agreement.

SECTION 13. RESPONSIBILITY OF CUSTODIAN

So long as and to the extent that it is in the exercise of reasonable
care, the Custodian shall not be responsible for the title, validity or
genuineness of any property or evidence of title thereto received by it or
delivered by it pursuant to this Agreement and shall be held harmless in acting
upon any notice, request, consent, certificate or other instrument reasonably
believed by it to be genuine and to be signed by the proper party or parties,
including any futures commission merchant acting pursuant to the terms of a
three-party futures or options agreement. The Custodian shall be held to the
exercise of reasonable care in carrying out the provisions of this Agreement,
but shall be kept indemnified by and shall be without liability to the Fund for
any action taken or omitted by it in good faith without negligence. The
Custodian shall be entitled to rely on and may act upon advice of counsel (who
may be counsel for the Fund) on all matters, and shall be without liability for
any action reasonably taken or omitted pursuant to such advice. The Custodian
shall be without liability to the Fund for any loss, liability, claim or expense
resulting from or caused by anything which is (A) part of Country Risk (as
defined in Section 3

20.
<PAGE>

hereof), including without limitation nationalization, expropriation, currency
restrictions, or acts of war, revolution, riots or terrorism, or (B) part of the
"prevailing country risk" of the Fund, as such term is used in SEC Release Nos.
IC-22658; IS-1080 (May 12, 1997) or as such term or other similar terms are now
or in the future interpreted by the SEC or by the staff of the Division of
Investment Management thereof.

Except as may arise from the Custodian's own negligence or willful
misconduct or the negligence or willful misconduct of a sub-custodian or agent,
the Custodian shall be without liability to the Fund for any loss, liability,
claim or expense resulting from or caused by; (i) events or circumstances beyond
the reasonable control of the Custodian or any sub-custodian or Securities
System or any agent or nominee of any of the foregoing, including, without
limitation, the interruption, suspension or restriction of trading on or the
closure of any securities market, power or other mechanical or technological
failures or interruptions, computer viruses or communications disruptions, work
stoppages, natural disasters, or other similar events or acts; (ii) errors by
the Fund or the Investment Advisor in their instructions to the Custodian
provided such instructions have been in accordance with this Agreement; (iii)
the insolvency of or acts or omissions by a Securities System; (iv) any delay or
failure of any broker, agent or intermediary, central bank or other commercially
prevalent payment or clearing system to deliver to the Custodian's sub-custodian
or agent securities purchased or in the remittance or payment made in connection
with securities sold; (v) any delay or failure of any company, corporation, or
other body in charge of registering or transferring securities in the name of
the Custodian, the Fund, the Custodian's sub-custodians, nominees or agents or
any consequential losses arising out of such delay or failure to transfer such
securities including non-receipt of bonus, dividends and rights and other
accretions or benefits; (vi) delays or inability to perform its duties due to
any disorder in market infrastructure with respect to any particular security or
Securities System; and (vii) any provision of any present or future law or
regulation or order of the United States of America, or any state thereof, or
any other country, or political subdivision thereof or of any court of competent
jurisdiction.

The Custodian shall be liable for the acts or omissions of a Foreign
Sub-Custodian (as defined in Section 4 hereof) to the same extent as set forth
with respect to sub-custodians generally in this Agreement.

If the Fund requires the Custodian to take any action with respect to
securities, which action involves the payment of money or which action may, in
the opinion of the Custodian, result in the Custodian or its nominee assigned to
the Fund being liable for the payment of money or incurring liability of some
other form, the Fund, as a prerequisite to requiring the Custodian to take such
action, shall provide indemnity to the Custodian in an amount and form
satisfactory to it.

If the Fund requires the Custodian, its affiliates, subsidiaries or
agents, to advance cash or securities for any purpose (including but not limited
to securities settlements, foreign exchange contracts and assumed settlement) or
in the event that the Custodian or its nominee shall incur or be assessed any
taxes, charges, expenses, assessments, claims or liabilities in connection with
the performance of this Agreement, except such as may arise from its or its
nominee's own negligent action, negligent failure to act or willful misconduct,
or if either the Investment Advisor or the

21.
<PAGE>

Fund has not compensated the Custodian in accordance with Section 12 above, any
property at any time held for the account of the Fund shall be security therefor
and should the Fund fail to repay, or the Fund or the Investment Advisor fail to
compensate, the Custodian promptly, the Custodian shall be entitled to utilize
available cash and to dispose of the Fund's assets to the extent necessary to
obtain reimbursement or compensation, as the case may be.

In no event shall the Custodian be liable for indirect, special or
consequential damages.

SECTION 14. EFFECTIVE PERIOD, TERMINATION AND AMENDMENT

This Agreement shall become effective as of its execution, shall continue
in full force and effect until terminated as hereinafter provided, may be
amended at any time by mutual agreement of the parties hereto and may be
terminated by either party by an instrument in writing delivered or mailed,
postage prepaid to the other party, such termination to take effect not sooner
than sixty (60) days after the date of such delivery or mailing; PROVIDED,
however, that the Fund shall not amend or terminate this Agreement in
contravention of any applicable federal or state regulations, or any provision
of the Fund's Articles of Incorporation, and further provided, that the Fund may
at any time by action of its Board (i) substitute another bank or trust company
for the Custodian by giving notice as described above to the Custodian, or (ii)
immediately terminate this Agreement in the event of the appointment of a
conservator or receiver for the Custodian by the Comptroller of the Currency or
upon the happening of a like event at the direction of an appropriate regulatory
agency or court of competent jurisdiction.

Upon termination of the Agreement, the Fund shall pay to the Custodian
such compensation as may be due as of the date of such termination and shall
likewise reimburse the Custodian for its costs, expenses and disbursements.

SECTION 15. SUCCESSOR CUSTODIAN

If a successor custodian for the Fund shall be appointed by the Board,
the Custodian shall, upon termination, deliver to such successor custodian at
the office of the Custodian, duly endorsed and in the form for transfer, all
securities then held by it hereunder and shall transfer to an account of the
successor custodian all of the securities held in a Securities System. If no
such successor custodian shall be appointed, the Custodian shall, in like
manner, upon receipt of a copy of a Certified Resolution, deliver at the office
of the Custodian and transfer such securities, funds and other properties in
accordance with such resolution. In the event that no written order designating
a successor custodian or copy of a Certified Resolution shall have been
delivered to the Custodian on or before the date when such termination shall
become effective, then the Custodian shall have the right to deliver to a bank
or trust company, which is a "bank" as defined in the 1940 Act, doing business
in Boston, Massachusetts, or New York, New York, of its own selection, having an
aggregate capital, surplus, and undivided profits, as shown by its last
published report, of not less than $25,000,000, all securities, funds and other
properties held by the Custodian and all instruments held by the Custodian
relative thereto and all other property held by it under this Agreement, and to
transfer to an account of such successor custodian all of

22.
<PAGE>

the Fund's securities held in any Securities System. Thereafter, such bank or
trust company shall be the successor of the Custodian under this Agreement.

In the event that securities, funds and other properties remain in the
possession of the Custodian after the date of termination hereof owing to
failure of the Fund to procure the Certified Resolution to appoint a successor
custodian, the Custodian shall be entitled to fair compensation for its services
during such period as the Custodian retains possession of such securities, funds
and other properties and the provisions of this Agreement relating to the duties
and obligations of the Custodian shall remain in full force and effect.

SECTION 16. INTERPRETIVE AND ADDITIONAL PROVISIONS

In connection with the operation of this Agreement, the Custodian and the
Fund may from time to time agree on such provisions interpretive of or in
addition to the provisions of this Agreement as may in their joint opinion be
consistent with the general tenor of this Agreement. Any such interpretive or
additional provisions shall be in a writing signed by both parties and shall be
annexed hereto, PROVIDED that no such interpretive or additional provisions
shall contravene any applicable federal or state regulations or any provision of
the Fund's Articles of Incorporation. No interpretive or additional provisions
made as provided in the preceding sentence shall be deemed to be an amendment of
this Agreement.

SECTION 17. MASSACHUSETTS LAW TO APPLY

This Agreement shall be construed and the provisions thereof interpreted
under and in accordance with laws of The Commonwealth of Massachusetts.

SECTION 18. PRIOR AGREEMENTS

This Agreement supersedes and terminates, as of the date hereof, all
prior Agreements between the Fund and the Custodian relating to the custody of
the Fund's assets.

SECTION 19. NOTICES.

Any notice, instruction or other instrument required to be given
hereunder may be delivered in person to the offices of the parties as set forth
herein during normal business hours or delivered prepaid registered mail or by
telex, cable or telecopy to the parties at the following addresses or such other
addresses as may be notified by any party from time to time.

To the Fund: meVC DRAPER FISHER JURVETSON FUND I, INC.
991 Folsom Street
Suite 301
San Francisco, California 94107

23.
<PAGE>

Attention: Paul Wozniak, Chief Financial Officer
Telephone: 415-977-6150 ext. 14
Telecopy: 415-977-6160

To the Custodian: STATE STREET BANK AND TRUST COMPANY
150 Newport Avenue, AFB4
North Quincy, Massachusetts 02171
Attention: Scott E. Corrick, Vice President
Telephone: 617-985-5683
Telecopy: 617-537-6355

Such notice, instruction or other instrument shall be deemed to have been
served in the case of a registered letter at the expiration of five business
days after posting, in the case of cable twenty-four hours after dispatch and,
in the case of telex, immediately on dispatch and if delivered outside normal
business hours it shall be deemed to have been received at the next time after
delivery when normal business hours commence and in the case of cable, telex or
telecopy on the business day after the receipt thereof. Evidence that the notice
was properly addressed, stamped and put into the post shall be conclusive
evidence of posting.

SECTION 20. REPRODUCTION OF DOCUMENTS

This Agreement and all schedules, addenda, exhibits, attachments and
amendments hereto may be reproduced by any photographic, photostatic, microfilm,
micro-card, miniature photographic or other similar process. The parties hereto
all/each agree that any such reproduction shall be admissible in evidence as the
original itself in any judicial or administrative proceeding, whether or not the
original is in existence and whether or not such reproduction was made by a
party in the regular course of business, and that any enlargement, facsimile or
further reproduction of such reproduction shall likewise be admissible in
evidence.

SECTION 21. DATA ACCESS SERVICES ADDENDUM

The Custodian and the Fund agree to be bound by the terms of the Data
Access Services Addendum attached hereto.

SECTION 22. SHAREHOLDER COMMUNICATIONS ELECTION

SEC Rule 14b-2 requires banks which hold securities for the account of
customers to respond to requests by issuers of securities for the names,
addresses and holdings of beneficial owners of securities of that issuer held by
the bank unless the beneficial owner has expressly objected to disclosure of
this information. In order to comply with the rule, the Custodian needs the Fund
to indicate whether it authorizes the Custodian to provide the Fund's name,
address, and share position to requesting companies whose securities the Fund
owns. If the Fund tells the

24.
<PAGE>

Custodian "no", the Custodian will not provide this information to requesting
companies. If the Fund tells the Custodian "yes" or does not check either "yes"
or "no" below, the Custodian is required by the rule to treat the Fund as
consenting to disclosure of this information for all securities owned by the
Fund or any funds or accounts established by the Fund. For the Fund's
protection, the Rule prohibits the requesting company from using the Fund's name
and address for any purpose other than corporate communications. Please indicate
below whether the Fund consents or objects by checking one of the alternatives
below.

YES / / The Custodian is authorized to release the Fund's name, address, and
share positions.

NO /X/ The Custodian is not authorized to release the Fund's name, address,
and share positions.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

25.
<PAGE>

SIGNATURE PAGE

IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed in its name and behalf by its duly authorized representative as of the
day and year first above-written.

meVC DRAPER FISHER JURVETSON FUND I, INC. FUND SIGNATURE ATTESTED TO BY:

By: By:
-------------------------- --------------------------

Name: Name:
------------------------ ------------------------
Title: President Title: Secretary

STATE STREET BANK AND TRUST COMPANY SIGNATURE ATTESTED TO BY:

By:
--------------------------- ----------------------------
Ronald E. Logue, Vice Chairman Stephanie L. Poster, Vice President

26.
<PAGE>

SCHEDULE A

STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS AND NON-MANDATORY DEPOSITORIES

<TABLE>
<CAPTION>
COUNTRY SUBCUSTODIAN NON-MANDATORY DEPOSITORIES
<S> <C> <C>
Argentina Citibank, N.A. --

Australia Westpac Banking Corporation --

Austria Erste Bank der Oesterreichischen --
Sparkassen AG

Bahrain HSBC Bank Middle East --
(as delegate of The Hongkong and
Shanghai Banking Corporation Limited)

Bangladesh Standard Chartered Bank --

Belgium Fortis Bank NV/as. --

Bermuda The Bank of Bermuda Limited --

Bolivia Citibank, N.A. --

Botswana Barclays Bank of Botswana Limited --

Brazil Citibank, N.A. --

Bulgaria ING Bank N.V. --

Canada State Street Trust Company Canada --

Chile Citibank, N.A. --

People's Republic The Hongkong and Shanghai --
of China Banking Corporation Limited,
Shanghai and Shenzhen branches

Colombia Cititrust Colombia S.A. --
Sociedad Fiduciaria
</TABLE>

27.
<PAGE>

SCHEDULE A

STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS AND NON-MANDATORY DEPOSITORIES

<TABLE>
<CAPTION>
COUNTRY SUBCUSTODIAN NON-MANDATORY DEPOSITORIES
<S> <C> <C>
Costa Rica Banco BCT S.A. --

Croatia Privredna Banka Zagreb d.d. --

Cyprus The Cyprus Popular Bank Ltd. --

Czech Republic Eeskoslovenska Obchodni --
Banka, A.S.

Denmark Den Danske Bank --

Ecuador Citibank, N.A. --

Egypt Egyptian British Bank --
(as delegate of The Hongkong
and Shanghai Banking Corporation
Limited)

Estonia Hansabank --

Finland Merita Bank Plc. --

France Paribas, S.A. --

Germany Dresdner Bank AG --

Ghana Barclays Bank of Ghana Limited --

Greece National Bank of Greece S.A. Bank of Greece,
System for Monitoring Transactions in

Hong Kong Standard Chartered Bank --
</TABLE>

28.
<PAGE>

SCHEDULE A

STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS AND NON-MANDATORY DEPOSITORIES

<TABLE>
<CAPTION>
COUNTRY SUBCUSTODIAN NON-MANDATORY DEPOSITORIES
<S> <C> <C>
Hungary Citibank Rt. --

Iceland Icebank Ltd.

India Deutsche Bank A.G. --

The Hongkong and Shanghai
Banking Corporation Limited

Indonesia Standard Chartered Bank --

Ireland Bank of Ireland --

Israel Bank Hapoalim B.M. --

Italy Paribas, S.A. --

Ivory Coast Societe Generale de Banques --
en Cote d'Ivoire

Jamaica Scotiabank Jamaica Trust and Merchant --
Bank Limited

Japan The Fuji Bank, Limited Japan Securities Depository
Center (JASDEC)
The Sumitomo Bank, Limited

Jordan HSBC Bank Middle East --
(as delegate of The Hongkong and
Shanghai Banking Corporation Limited)

Kenya Barclays Bank of Kenya Limited --

Republic of Korea The Hongkong and Shanghai Banking
Corporation Limited
</TABLE>

29.
<PAGE>

SCHEDULE A

STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS AND NON-MANDATORY DEPOSITORIES

<TABLE>
<CAPTION>
COUNTRY SUBCUSTODIAN NON-MANDATORY DEPOSITORIES
<S> <C> <C>
Latvia A/s Hansabank --

Lebanon HSBC Bank Middle East
(as delegate of The Hongkong and
Shanghai Banking Corporation Limited)

Lithuania Vilniaus Bankas AB --

Malaysia Standard Chartered Bank --
Malaysia Berhad

Mauritius The Hongkong and Shanghai --
Banking Corporation Limited

Mexico Citibank Mexico, S.A. --

Morocco Banque Commerciale du Maroc --

Namibia (via) Standard Bank of South Africa -

The Netherlands MeesPierson N.V. --

New Zealand ANZ Banking Group --
(New Zealand) Limited

Norway Christiania Bank og --
Kreditkasse ASA

Oman HSBC Bank Middle East --
(as delegate of The Hongkong and
Shanghai Banking Corporation Limited)

Pakistan Deutsche Bank A.G. --

Palestine HSBC Bank Middle East --
(as delegate of The Hongkong and
Shanghai Banking Corporation Limited)
</TABLE>

30.
<PAGE>

SCHEDULE A

STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS AND NON-MANDATORY DEPOSITORIES

<TABLE>
<CAPTION>
COUNTRY SUBCUSTODIAN NON-MANDATORY DEPOSITORIES
<S> <C> <C>
Peru Citibank, N.A. --

Philippines Standard Chartered Bank --

Poland Citibank (Poland) S.A. --

Portugal Banco Comercial Portugues --

Qatar HSBC Bank Middle East --

Romania ING Bank N.V. --

Russia Credit Suisse First Boston AO, Moscow --
(as delegate of Credit Suisse
First Boston, Zurich)

Singapore The Development Bank --
of Singapore Limited

Slovak Republic Ceskoslovenska Obchodni Banka, A.S. --

Slovenia Bank Austria Creditanstalt d.d. Ljubljana --

South Africa Standard Bank of South Africa Limited --

Spain Banco Santander Central Hispano, S.A. --

Sri Lanka The Hongkong and Shanghai --
Banking Corporation Limited

Swaziland Standard Bank Swaziland Limited --

Sweden Skandinaviska Enskilda Banken --
</TABLE>

31.
<PAGE>

SCHEDULE A

STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS AND NON-MANDATORY DEPOSITORIES

<TABLE>
<CAPTION>
COUNTRY SUBCUSTODIAN NON-MANDATORY DEPOSITORIES
<S> <C> <C>
Switzerland UBS AG --

Taiwan - R.O.C. Central Trust of China --

Thailand Standard Chartered Bank --

Trinidad & Tobago Republic Bank Limited --

Tunisia Banque Internationale Arabe de Tunisie --

Turkey Citibank, N.A. --

Ukraine ING Bank Ukraine --

United Kingdom State Street Bank and Trust Company, --
London Branch

Uruguay BankBoston N.A. --

Venezuela Citibank, N.A. --

Vietnam The Hongkong and Shanghai --
Banking Corporation Limited

Zambia Barclays Bank of Zambia Limited --

Zimbabwe Barclays Bank of Zimbabwe Limited --
</TABLE>

Euroclear (The Euroclear System)/State Street London Limited

Cedelbank S.A. (Cedel Bank, societe anonyme)/State Street London Limited

INTERSETTLE (for EASDAQ Securities)

32.
<PAGE>

SCHEDULE B

STATE STREET
GLOBAL CUSTODY NETWORK
MANDATORY* DEPOSITORIES

<TABLE>
<CAPTION>
COUNTRY MANDATORY DEPOSITORIES
<S> <C>
Argentina Caja de Valores S.A.

Australia Austraclear Limited

Reserve Bank Information and
Transfer System

Austria Oesterreichische Kontrollbank AG
(Wertpapiersammelbank Division)

Belgium Caisse
Interprofessionnelle
de Depots et de
Virements de
Titres S.A.

Banque Nationale de Belgique

Brazil Companhia Brasileira de Liquidacao e
Custodia

Bulgaria Central Depository AD

Bulgarian National Bank

Canada Canadian Depository
for Securities Limited

Chile Deposito Central de Valores S.A.

People's Republic Shanghai Securities Central Clearing &
of China Registration Corporation

Shenzhen Securities Clearing

Colombia Deposito Centralizado de Valores
</TABLE>

* Mandatory depositories include entities for which use is mandatory as a matter
of law or effectively mandatory as a matter of market practice.

33.
<PAGE>

SCHEDULE B

STATE STREET
GLOBAL CUSTODY NETWORK
MANDATORY* DEPOSITORIES

<TABLE>
<CAPTION>
COUNTRY MANDATORY DEPOSITORIES
<S> <C>
Costa Rica Central de Valores S.A.

Croatia Ministry of Finance

National Bank of Croatia

Sredisnja Depozitarna Agencija

Czech Republic Stredisko cennych papiru

Czech National Bank

Denmark Vaerdipapircentralen (Danish
Securities Center)

Egypt Misr Company for Clearing, Settlement,
and Depository

Estonia Eesti Vaartpaberite Keskdepositoorium

Finland Finnish Central Securities
Depository

France Societe Interprofessionnelle
pour la Compensation des
Valeurs Mobilieres

Germany Deutsche Borse Clearing AG

Greece Central Securities Depository
(Apothetirion Titlon AE)

Hong Kong Central Clearing and
Settlement System

Central Moneymarkets Unit
</TABLE>

* Mandatory depositories include entities for which use is mandatory as a matter
of law or effectively mandatory as a matter of market practice.

34.
<PAGE>

SCHEDULE B

STATE STREET
GLOBAL CUSTODY NETWORK
MANDATORY* DEPOSITORIES
<TABLE>
<CAPTION>
COUNTRY MANDATORY DEPOSITORIES
<S> <C>
Hungary Kozponti Elszamolohaz es Ertektar
(Budapest) Rt. (KELER)
[MANDATORY FOR GOV'T BONDS AND DEMATERIALIZED
EQUITIES ONLY; SSB DOES NOT USE FOR OTHER SECURITIES]

India The National Securities Depository Limited

Central Depository Services India Limited

Reserve Bank of India

Indonesia Bank Indonesia

PT Kustodian Sentral Efek Indonesia

Ireland Central Bank of Ireland
Securities Settlement Office

Israel Tel Aviv Stock Exchange Clearing
House Ltd. (TASE Clearinghouse)

Bank of Israel
(As part of the TASE Clearinghouse system)

Italy Monte Titoli S.p.A.

Banca d'Italia

Ivory Coast Depositaire Central - Banque de Reglement

Jamaica Jamaica Central Securities Depository

Japan Bank of Japan Net System

Kenya Central Bank of Kenya
</TABLE>

* Mandatory depositories include entities for which use is mandatory as a matter
of law or effectively mandatory as a matter of market practice.

35.
<PAGE>

SCHEDULE B

STATE STREET
GLOBAL CUSTODY NETWORK
MANDATORY* DEPOSITORIES

<TABLE>
<CAPTION>
COUNTRY MANDATORY DEPOSITORIES
<S> <C>
Republic of Korea Korea Securities Depository Corporation

Latvia Latvian Central Depository

Lebanon Custodian and Clearing Center of
Financial Instruments for Lebanon
and the Middle East (MIDCLEAR) S.A.L.

The Central Bank of Lebanon

Lithuania Central Securities Depository of Lithuania

Malaysia Malaysian Central Depository Sdn. Bhd.

Bank Negara Malaysia,
Scripless Securities Trading and Safekeeping System

Mauritius Central Depository & Settlement
Co. Ltd.

Mexico S.D. INDEVAL
(Instituto para el Deposito de
Valores)

Morocco Maroclear

The Netherlands Nederlands Centraal Instituut voor
Giraal Effectenverkeer B.V. (NECIGEF)

New Zealand New Zealand Central Securities
Depository Limited
</TABLE>

* Mandatory depositories include entities for which use is mandatory as a matter
of law or effectively mandatory as a matter of market practice.

36.
<PAGE>

SCHEDULE B

STATE STREET
GLOBAL CUSTODY NETWORK
MANDATORY* DEPOSITORIES

<TABLE>
<CAPTION>
COUNTRY MANDATORY DEPOSITORIES
<S> <C>
Norway Verdipapirsentralen (the Norwegian Central
Registry of Securities)

Oman Muscat Securities Market Depository & Securities
Registration Company

Pakistan Central Depository Company of Pakistan Limited

State Bank of Pakistan

Palestine The Palestine Stock Exchange

Peru Caja de Valores y
Liquidaciones
CAVALI ICLV S.A.

Philippines Philippines Central Depository, Inc.

Registry of Scripless Securities
(ROSS) of the Bureau of Treasury

Poland National Depository of Securities
(Krajowy Depozyt Papierow Wartosciowych SA)

Central Treasury Bills Registrar

Portugal Central de Valores Mobiliarios

Qatar Doha Securities Market

Romania National Securities Clearing, Settlement and
Depository Company

Bucharest Stock Exchange Registry Division

National Bank of Romania
</TABLE>

* Mandatory depositories include entities for which use is mandatory as a matter
of law or effectively mandatory as a matter of market practice.

37.
<PAGE>

SCHEDULE B

STATE STREET
GLOBAL CUSTODY NETWORK
MANDATORY* DEPOSITORIES

<TABLE>
<CAPTION>
COUNTRY MANDATORY DEPOSITORIES
<S> <C>
Singapore Central Depository (Pte)
Limited

Monetary Authority of Singapore

Slovak Republic Stredisko cennych papierov SR
Bratislava, a.s.

National Bank of Slovakia

Slovenia Klirinsko Depotna Druzba d.d.

South Africa The Central Depository Limited

Strate Ltd.

Spain Servicio de Compensacion y
Liquidacion de Valores, S.A.

Banco de Espana,
Central de Anotaciones en Cuenta

Sri Lanka Central Depository System
(Pvt) Limited

Sweden Vardepapperscentralen VPC AB
(the Swedish Central Securities Depository)

Switzerland SIS - SegaIntersettle

Taiwan - R.O.C. Taiwan Securities Central
Depository Co., Ltd.

Thailand Thailand Securities Depository
Company Limited
</TABLE>

* Mandatory depositories include entities for which use is mandatory as a matter
of law or effectively mandatory as a matter of market practice.

38.
<PAGE>

SCHEDULE B

STATE STREET
GLOBAL CUSTODY NETWORK
MANDATORY* DEPOSITORIES

<TABLE>
<CAPTION>
COUNTRY MANDATORY DEPOSITORIES
<S> <C>
Tunisia Societe Tunisienne Interprofessionelle pour la
Compensation et de Depots de
Valeurs Mobilieres

Turkey Takas ve Saklama Bankasi A.S.
(TAKASBANK)

Central Bank of Turkey

Ukraine National Bank of Ukraine

United Kingdom The Bank of England,
The Central Gilts Office and
The Central Moneymarkets Office

Venezuela Central Bank of Venezuela

Zambia LuSE Central Shares Depository Limited

Bank of Zambia
</TABLE>

* Mandatory depositories include entities for which use is mandatory as a matter
of law or effectively mandatory as a matter of market practice.

39.
<PAGE>

SCHEDULE C

MARKET INFORMATION

<TABLE>
<CAPTION>
PUBLICATION/TYPE OF INFORMATION BRIEF DESCRIPTION
- ------------------------------- --------------------------
(FREQUENCY)
<S> <C>
THE GUIDE TO CUSTODY IN WORLD MARKETS An overview of safekeeping and settlement practices and
(annually) procedures in each market in which State Street Bank and Trust
Company offers custodial services.

GLOBAL CUSTODY NETWORK REVIEW Information relating to the operating history and structure of
(annually) depositories and subcustodians located in the markets in which State
Street Bank and Trust Company offers custodial services, including
transnational depositories.

GLOBAL LEGAL SURVEY With respect to each market in which State Street Bank and
(annually) Trust Company offers custodial services, opinions relating to
whether local law restricts (i) access of a fund's independent
public accountants to books and records of a Foreign Sub-Custodian
or Foreign Securities System, (ii) the Fund's ability to recover in the
event of bankruptcy or insolvency of a Foreign Sub-Custodian or Foreign
Securities System, (iii) the Fund's ability to recover in the event of a
loss by a Foreign Sub-Custodian or Foreign Securities System, and (iv)
the ability of a foreign investor to convert cash and cash equivalents to
U.S. dollars.

SUBCUSTODIAN AGREEMENTS Copies of the subcustodian contracts State Street Bank and
(annually) Trust Company has entered into with each subcustodian in the
markets in which State Street Bank and Trust Company offers
subcustody services to its US mutual fund clients.

Network Bulletins (weekly): Developments of interest to investors in the markets in which
State Street Bank and Trust Company offers custodial services.

Foreign Custody Advisories (as
necessary): With respect to markets in which State Street Bank and Trust Company
offers custodial services which exhibit special custody risks, developments
which may impact State Street's ability to deliver expected levels of service.
</TABLE>

40.
<PAGE>

DATA ACCESS SERVICES ADDENDUM TO CUSTODIAN AGREEMENT

THIS ADDENDUM to the Custodian Agreement (as such term is defined
below) between meVC Draper Fisher Jurvetson Fund I, Inc. (the "Customer") and
State Street Bank and Trust Company ("State Street").

PREAMBLE

WHEREAS, State Street has been appointed as custodian of certain assets
of the Customer pursuant to that certain Custodian Agreement dated as of January
31, 2000 (the "Custodian Agreement");

WHEREAS, State Street has developed and utilizes proprietary
accounting and other systems, including State Street's proprietary
Multicurrency HORIZON-SM- Accounting System, in its role as custodian of the
Customer, and maintains certain Customer-related data ("Customer Data") in
databases under the control and ownership of State Street (the "Data Access
Services"); and

WHEREAS, State Street makes available to the Customer certain Data
Access Services solely for the benefit of the Customer, and intends to provide
additional services, consistent with the terms and conditions of this
Addendum.

NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, and for other good and valuable consideration, the parties
agree as follows:

1. SYSTEM AND DATA ACCESS SERVICES

(a) SYSTEM. Subject to the terms and conditions of this Addendum, State
Street hereby agrees to provide the Customer with access to State Street's
Multicurrency HORIZON-SM- Accounting System and the other information systems
(collectively, the "System") as described in Attachment A, on a remote basis for
the purpose of obtaining reports and information, solely on computer hardware,
system software and telecommunication links as listed in Attachment B (the
"Designated Configuration") of the Customer, or certain third parties approved
by State Street that serve as investment advisors or investment managers or in
other service capacities to the Customer such as the Customer's independent
auditors (each, an "Investment Advisor"), solely with respect to the Customer,
or on any designated substitute or back-up equipment configuration with State
Street's written consent, such consent not to be unreasonably withheld.

(b) DATA ACCESS SERVICES. State Street agrees to make available to the
Customer the Data Access Services subject to the terms and conditions of this
Addendum and data access operating standards and procedures as may be issued by
State Street from time to time. The ability of the Customer to originate
electronic instructions to State Street on behalf of the Customer in order to
(i) effect the transfer or movement of cash or securities held under custody by
State Street or (ii) transmit accounting or other information (such transactions
are referred to herein as "Client Originated Electronic Financial
Instructions"), and (iii) access data for the purpose of reporting and analysis,
shall be deemed to be Data Access Services for purposes of this Addendum.

(c) ADDITIONAL SERVICES. State Street may from time to time agree to
make available to the Customer additional Systems that are not described in the
attachments to this Addendum. In the absence of any other written agreement
concerning such additional systems, the term "System" shall include, and this
Addendum shall govern, the Customer's access to and use of any additional System
made available by State Street and/or accessed by the Customer.

2. NO USE OF THIRD PARTY SYSTEMS-LEVEL SOFTWARE

State Street and the Customer acknowledge that in connection with the
Data Access Services provided under this Addendum, the Customer will have
access, through the Data Access Services, to Customer Data and to functions of
State Street's proprietary systems; provided, however that in no event will the
Customer have direct access to any third party systems-level software that
retrieves data for, stores data from, or otherwise supports the System.

-1-
<PAGE>

3. LIMITATION ON SCOPE OF USE

(a) DESIGNATED EQUIPMENT; DESIGNATED LOCATION. The System and the Data
Access Services shall be used and accessed solely on and through the Designated
Configuration at the offices of the Customer or the Investment Advisor located
in San Francisco, California ("Designated Location").

(b) DESIGNATED CONFIGURATION; TRAINED PERSONNEL. State Street shall be
responsible for supplying, installing and maintaining the Designated
Configuration at the Designated Location. State Street and the Customer agree
that each will engage or retain the services of trained personnel to enable both
parties to perform their respective obligations under this Addendum. State
Street agrees to use commercially reasonable efforts to maintain the System so
that it remains serviceable, provided, however, that State Street does not
guarantee or assure uninterrupted remote access use of the System.

(c) SCOPE OF USE. The Customer will use the System and the Data Access
Services only for the processing of securities transactions, the keeping of
books of account for the Customer and accessing data for purposes of reporting
and analysis. The Customer shall not, and shall cause its employees and agents
not to (i) permit any third party to use the System or the Data Access Services,
(ii) sell, rent, license or otherwise use the System or the Data Access Services
in the operation of a service bureau or for any purpose other than as expressly
authorized under this Addendum, (iii) use the System or the Data Access Services
for any fund, trust or other investment vehicle without the prior written
consent of State Street, (iv) allow access to the System or the Data Access
Services through terminals or any other computer or telecommunications
facilities located outside the Designated Locations, (v) allow or cause any
information (other than portfolio holdings, valuations of portfolio holdings,
and other information reasonably necessary for the management or distribution of
the assets of the Customer) transmitted from State Street's databases, including
data from third party sources, available through use of the System or the Data
Access Services to be redistributed or retransmitted to another computer,
terminal or other device for other than use for or on behalf of the Customer or
(vi) modify the System in any way, including without limitation, developing any
software for or attaching any devices or computer programs to any equipment,
system, software or database which forms a part of or is resident on the
Designated Configuration.

(d) OTHER LOCATIONS. Except in the event of an emergency or of a
planned System shutdown, the Customer's access to services performed by the
System or to Data Access Services at the Designated Location may be transferred
to a different location only upon the prior written consent of State Street. In
the event of an emergency or System shutdown, the Customer may use any back-up
site included in the Designated Configuration or any other back-up site agreed
to by State Street, which agreement will not be unreasonably withheld. The
Customer may secure from State Street the right to access the System or the Data
Access Services through computer and telecommunications facilities or devices
complying with the Designated Configuration at additional locations only upon
the prior written consent of State Street and on terms to be mutually agreed
upon by the parties.

(e) TITLE. Title and all ownership and proprietary rights to the
System, including any enhancements or modifications thereto, whether or not made
by State Street, are and shall remain with State Street.

(f) NO MODIFICATION. Without the prior written consent of State Street,
the Customer shall not modify, enhance or otherwise create derivative works
based upon the System, nor shall the Customer reverse engineer, decompile or
otherwise attempt to secure the source code for all or any part of the System.

(g) SECURITY PROCEDURES. The Customer shall comply with data access
operating standards and procedures and with user identification or other
password control requirements and other security procedures as may be issued
from time to time by State Street for use of the System on a remote basis and to
access the Data Access Services. The Customer shall have access only to the
Customer Data and authorized transactions agreed upon from time to time by State
Street and, upon notice from State Street, the Customer shall discontinue remote
use of the System and access to Data Access Services for any security reasons
cited by State Street; provided, that, in such event, State Street shall, for a
period not less than 180 days (or such other shorter period specified by the
Customer) after such discontinuance, assume responsibility to provide accounting
services under the terms of the Custodian Agreement.

-2-
<PAGE>

(h) INSPECTIONS. State Street shall have the right to inspect the use
of the System and the Data Access Services by the Customer and the Investment
Advisor to ensure compliance with this Addendum. The on-site inspections shall
be upon prior written notice to the Customer and the Investment Advisor and at
reasonably convenient times and frequencies so as not to result in an
unreasonable disruption of the Customer's or the Investment Advisor's business.

4. PROPRIETARY INFORMATION

(a) PROPRIETARY INFORMATION. The Customer acknowledges and State Street
represents that the System and the databases, computer programs, screen formats,
report formats, interactive design techniques, documentation and other
information made available to the Customer by State Street as part of the Data
Access Services and through the use of the System constitute copyrighted, trade
secret, or other proprietary information of substantial value to State Street.
Any and all such information provided by State Street to the Customer shall be
deemed proprietary and confidential information of State Street (hereinafter
"Proprietary Information"). The Customer agrees that it will hold such
Proprietary Information in the strictest confidence and secure and protect it in
a manner consistent with its own procedures for the protection of its own
confidential information and to take appropriate action by instruction or
agreement with its employees who are permitted access to the Proprietary
Information to satisfy its obligations hereunder. The Customer further
acknowledges that State Street shall not be required to provide the Investment
Advisor with access to the System unless it has first received from the
Investment Advisor an undertaking with respect to State Street's Proprietary
Information in the form of Attachment C to this Addendum. The Customer shall use
all commercially reasonable efforts to assist State Street in identifying and
preventing any unauthorized use, copying or disclosure of the Proprietary
Information or any portions thereof or any of the logic, formats or designs
contained therein.

(b) COOPERATION. Without limitation of the foregoing, the Customer
shall advise State Street immediately in the event the Customer learns or has
reason to believe that any person to whom the Customer has given access to the
Proprietary Information, or any portion thereof, has violated or intends to
violate the terms of this Addendum, and the Customer will, at its expense,
co-operate with State Street in seeking injunctive or other equitable relief in
the name of the Customer or State Street against any such person.

(c) INJUNCTIVE RELIEF. The Customer acknowledges that the disclosure of
any Proprietary Information, or of any information which at law or equity ought
to remain confidential, will immediately give rise to continuing irreparable
injury to State Street inadequately compensable in damages at law. In addition,
State Street shall be entitled to obtain immediate injunctive relief against the
breach or threatened breach of any of the foregoing undertakings, in addition to
any other legal remedies which may be available.

(d) SURVIVAL. The provisions of this Section 4 shall survive the
termination of this Addendum.

5. LIMITATION ON LIABILITY

(a) LIMITATION ON AMOUNT AND TIME FOR BRINGING ACTION. The Customer
agrees that any liability of State Street to the Customer or any third party
arising out of State Street's provision of Data Access Services or the System
under this Addendum shall be limited to the amount of custody fees paid by the
Customer for the preceding 24 months. In no event shall State Street be liable
to the Customer or any other party for any special, indirect, punitive or
consequential damages even if advised of the possibility of such damages. No
action, regardless of form, arising out of this Addendum may be brought by the
Customer more than two years after the Customer has knowledge that the cause of
action has arisen.

(b) LIMITED WARRANTIES. NO OTHER WARRANTIES, WHETHER EXPRESS OR
IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE MADE BY STATE STREET.

(c) THIRD-PARTY DATA. Organizations from which State Street may obtain
certain data included in the System or the Data Access Services are solely
responsible for the contents of such data, and State Street shall have no
liability for claims arising out of the contents of such third-party data,
including, but not limited to, the accuracy thereof.

-3-
<PAGE>

(d) REGULATORY REQUIREMENTS. As between State Street and the Customer,
the Customer shall be solely responsible for the accuracy of any accounting
statements or reports produced using the Data Access Services and the System and
the conformity thereof with any requirements of law.

(e) FORCE MAJEURE. Neither party shall be liable for any costs or
damages due to delay or nonperformance under this Addendum arising out of any
cause or event beyond such party's control, including without limitation,
cessation of services hereunder or any damages resulting therefrom to the other
party, or the Customer as a result of work stoppage, power or other mechanical
failure, computer virus, natural disaster, governmental action, or communication
disruption.

6. INDEMNIFICATION

The Customer agrees to indemnify and hold State Street harmless from
any loss, damage or expense including reasonable attorney's fees, (a "loss")
suffered by State Street arising from (i) the negligence or willful misconduct
in the use by the Customer of the Data Access Services or the System, including
any loss incurred by State Street resulting from a security breach at the
Designated Location or committed by the Customer's employees or agents or the
Investment Advisor and (ii) any loss resulting from incorrect Client Originated
Electronic Financial Instructions. State Street shall be entitled to rely on the
validity and authenticity of Client Originated Electronic Financial Instructions
without undertaking any further inquiry as long as such instruction is
undertaken in conformity with security procedures established by State Street
from time to time.

7. FEES

Fees and charges for the use of the System and the Data Access Services
and related payment terms shall be as set forth in the Custody Fee Schedule in
effect from time to time between the parties (the "Fee Schedule"). Any tariffs,
duties or taxes imposed or levied by any government or governmental agency by
reason of the transactions contemplated by this Addendum, including, without
limitation, federal, state and local taxes, use, value added and personal
property taxes (other than income, franchise or similar taxes which may be
imposed or assessed against State Street) shall be borne by the Customer. Any
claimed exemption from such tariffs, duties or taxes shall be supported by
proper documentary evidence delivered to State Street.

8. TRAINING, IMPLEMENTATION AND CONVERSION

(a) TRAINING. State Street agrees to provide training, at a designated
State Street training facility or at the Designated Location, to the Customer's
personnel in connection with the use of the System on the Designated
Configuration. The Customer agrees that it will set aside, during regular
business hours or at other times agreed upon by both parties, sufficient time to
enable all operators of the System and the Data Access Services, designated by
the Customer, to receive the training offered by State Street pursuant to this
Addendum.

(b) INSTALLATION AND CONVERSION. State Street shall be responsible for
the technical installation and conversion ("Installation and Conversion") of the
Designated Configuration. The Customer shall have the following responsibilities
in connection with Installation and Conversion of the System:

(i) The Customer shall be solely responsible for the timely
acquisition and maintenance of the hardware and software that
attach to the Designated Configuration in order to use the
Data Access Services at the Designated Location.

(ii) State Street and the Customer each agree that they will assign
qualified personnel to actively participate during the
Installation and Conversion phase of the System implementation
to enable both parties to perform their respective obligations
under this Addendum.

9. SUPPORT

During the term of this Addendum, State Street agrees to provide the
support services set out in Attachment D to this Addendum.

-4-
<PAGE>

10. TERM OF ADDENDUM

(a) TERM OF ADDENDUM. This Addendum shall become effective on the
date of its execution by State Street and shall remain in full force and effect
until terminated as herein provided.

(b) TERMINATION OF ADDENDUM. Either party may terminate this Addendum
(i) for any reason by giving the other party at least one-hundred and eighty
days' prior written notice in the case of notice of termination by State Street
to the Customer or thirty days' notice in the case of notice from the Customer
to State Street of termination; or (ii) immediately for failure of the other
party to comply with any material term and condition of this Addendum by giving
the other party written notice of termination. In the event the Customer shall
cease doing business, shall become subject to proceedings under the bankruptcy
laws (other than a petition for reorganization or similar proceeding) or shall
be adjudicated bankrupt, this Addendum and the rights granted hereunder shall,
at the option of State Street, immediately terminate with notice to the
Customer. This Addendum shall in any event terminate as to any Customer within
90 days after the termination of the Custodian Agreement applicable to such
Customer.

(c) TERMINATION OF THE RIGHT TO USE. Upon termination of this Addendum
for any reason, any right to use the System and access to the Data Access
Services shall terminate and the Customer shall immediately cease use of the
System and the Data Access Services. Immediately upon termination of this
Addendum for any reason, the Customer shall return to State Street all copies of
documentation and other Proprietary Information in its possession; provided,
however, that in the event that either party terminates this Addendum or the
Custodian Agreement for any reason other than the Customer's breach, State
Street shall provide the Data Access Services for a period of time and at a
price to be agreed upon by the parties.

11. MISCELLANEOUS

(a) ASSIGNMENT; SUCCESSORS. This Addendum and the rights and
obligations of the Customer and State Street hereunder shall not be assigned by
either party without the prior written consent of the other party, except that
State Street may assign this Addendum to a successor of all or a substantial
portion of its business, or to a party controlling, controlled by, or under
common control with State Street.

(b) SURVIVAL. All provisions regarding indemnification, warranty,
liability and limits thereon, and confidentiality and/or protection of
proprietary rights and trade secrets shall survive the termination of this
Addendum.

(c) ENTIRE AGREEMENT. This Addendum and the attachments hereto
constitute the entire understanding of the parties hereto with respect to the
Data Access Services and the use of the System and supersedes any and all prior
or contemporaneous representations or agreements, whether oral or written,
between the parties as such may relate to the Data Access Services or the
System, and cannot be modified or altered except in a writing duly executed by
the parties. This Addendum is not intended to supersede or modify the duties and
liabilities of the parties hereto under the Custodian Agreement or any other
agreement between the parties hereto except to the extent that any such
agreement specifically refers to the Data Access Services or the System. No
single waiver of any right hereunder shall be deemed to be a continuing waiver.

(d) SEVERABILITY. If any provision or provisions of this Addendum shall
be held to be invalid, unlawful, or unenforceable, the validity, legality, and
enforceability of the remaining provisions shall not in any way be affected or
impaired.

(e) GOVERNING LAW. This Addendum shall be interpreted and construed in
accordance with the internal laws of The Commonwealth of Massachusetts without
regard to the conflict of laws provisions thereof.

-5-
<PAGE>

ATTACHMENT A

MULTICURRENCY HORIZON-SM- ACCOUNTING SYSTEM
SYSTEM PRODUCT DESCRIPTION

I. The Multicurrency HORIZON-SM- Accounting System is designed to provide
lot level portfolio and general ledger accounting for SEC and ERISA type
requirements and includes the following services: 1) recording of general ledger
entries; 2) calculation of daily income and expense; 3) reconciliation of daily
activity with the trial balance, and 4) appropriate automated feeding mechanisms
to (i) domestic and international settlement systems, (ii) daily, weekly and
monthly evaluation services, (iii) portfolio performance and analytic services,
(iv) customer's internal computing systems and (v) various State Street provided
information services products.

II. GlobalQuest-Registered Trademark- is designed to provide customer
access to the following information maintained on The Multicurrency
HORIZON-SM- Accounting System: 1) cash transactions and balances; 2)
purchases and sales; 3) income receivables; 4) tax refund receivables; 5)
daily priced positions; 6) open trades; 7) settlement status; 8) foreign
exchange transactions; 9) trade history, and 10) daily, weekly and monthly
evaluation services.

III. HORIZON-Registered Trademark- Gateway. HORIZON-Registered Trademark-
Gateway provides customers with the ability to (i) generate reports using
information maintained on the Multicurrency HORIZON-Registered Trademark-
Accounting System which may be viewed or printed at the customer's location;
(ii) extract and download data from the Multicurrency HORIZON-Registered
Trademark- Accounting System; and (iii) access previous day and historical
data. The following information which may be accessed for these purposes: 1)
holdings; 2) holdings pricing; 3) transactions, 4) open trades; 5) income; 6)
general ledger and 7) cash.

IV. SaFiRe-SM-. SaFiRe-SM- is designed to provide the customer with the
ability to prepare its own financial reports by permitting the customer to
access customer information maintained on the Multicurrency
HORIZON-Registered Trademark- Accounting System, to organize such information
in a flexible reporting format and to have such reports printed on the
customer's desktop or by its printing provider.

V. STATE STREET INTERCHANGE. State Street Interchange is an open
information delivery architecture wherein proprietary communication products,
data formats and workstation tools are replaced by industry standards and is
designed to enable the connection of State Street's network to customer
networks, thereby facilitating the sharing of information.

VI. In~Sight-SM-. In~Sight-SM- is designed as a 32-bit application
utilizing a `three-tier' design model to facilitate data extraction and
transport processes. In~Sight hosts a suite of decision support applications
and allows the Customer to access underlying data elements using In~Sight's
Query tool and view information as a report, graph or spreadsheet.

-6-
<PAGE>

ATTACHMENT B

*DESIGNATED CONFIGURATION

-7-
<PAGE>

ATTACHMENT C

UNDERTAKING

The Undersigned understands that in the course of its employment as
Investment Advisor to meVC Draper Fisher Jurvetson Fund I, Inc. (the "Customer")
it will have access to State Street Bank and Trust Company's ("State Street")
Multicurrency HORIZON-SM- Accounting System and other information systems
(collectively, the "System").

The Undersigned acknowledges that the System and the databases,
computer programs, screen formats, report formats, interactive design
techniques, documentation and other information made available to the
Undersigned by State Street as part of the Data Access Services provided to the
Customer and through the use of the System constitute copyrighted, trade secret,
or other proprietary information of substantial value to State Street. Any and
all such information provided by State Street to the Undersigned shall be deemed
proprietary and confidential information of State Street (hereinafter
"Proprietary Information"). The Undersigned agrees that it will hold such
Proprietary Information in confidence and secure and protect it in a manner
consistent with its own procedures for the protection of its own confidential
information and to take appropriate action by instruction or agreement with its
employees who are permitted access to the Proprietary Information to satisfy its
obligations hereunder.

The Undersigned will not attempt to intercept data, gain access to data
in transmission, or attempt entry into any system or files for which it is not
authorized. It will not intentionally adversely affect the integrity of the
System through the introduction of unauthorized code or data, or through
unauthorized deletion.

Upon notice by State Street for any reason, any right to use the System
and access to the Data Access Services shall terminate and the Undersigned shall
immediately cease use of the System and the Data Access Services. Immediately
upon notice by State Street for any reason, the Undersigned shall return to
State Street all copies of documentation and other Proprietary Information in
its possession.

meVC ADVISERS, INC.

By:
-------------------------------------

Title:
----------------------------------

Date:
-----------------------------------

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<PAGE>

ATTACHMENT C

UNDERTAKING

The Undersigned understands that in the course of its employment as
Investment Sub-Advisor to meVC Draper Fisher Jurvetson Fund I, Inc. (the
"Customer") it will have access to State Street Bank and Trust Company's ("State
Street") Multicurrency HORIZON-SM- Accounting System and other information
systems (collectively, the "System").

DRAPER FISHER JURVETSON ADVISERS, LLC

By:
-------------------------------------

Title:
----------------------------------

Date:
-----------------------------------

-9-
<PAGE>

ATTACHMENT C

UNDERTAKING

The Undersigned understands that in the course of its employment as
Independent Auditor to meVC Draper Fisher Jurvetson Fund I, Inc. (the
"Customer") it will have access to State Street Bank and Trust Company's ("State
Street") Multicurrency HORIZON-SM- Accounting System and other information
systems (collectively, the "System").

PRICEWATERHOUSECOOPERS LLP

By:
-------------------------------------

Title:
----------------------------------

Date:
-----------------------------------

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<PAGE>

ATTACHMENT D
SUPPORT

During the term of this Addendum, State Street agrees to provide the following
on-going support services:

a. TELEPHONE SUPPORT. The Customer Designated Persons may contact State
Street's Multicurrency HORIZON-SM- Help Desk and Customer Assistance Center
between the hours of 8 a.m. and 6 p.m. (Eastern time) on all business days for
the purpose of obtaining answers to questions about the use of the System, or to
report apparent problems with the System. From time to time, the Customer shall
provide to State Street a list of persons, not to exceed five in number, who
shall be permitted to contact State Street for assistance (such persons being
referred to as "the Customer Designated Persons").

b. TECHNICAL SUPPORT. State Street will provide technical support to
assist the Customer in using the System and the Data Access Services. The total
amount of technical support provided by State Street shall not exceed 10
resource days per year. State Street shall provide such additional technical
support as is expressly set forth in the Fee Schedule. Technical support,
including during installation and testing, is subject to the fees and other
terms set forth in the Fee Schedule.

c. MAINTENANCE SUPPORT. State Street shall use commercially reasonable
efforts to correct system functions that do not work according to the System
Product Description as set forth on Attachment A in priority order in the next
scheduled delivery release or otherwise as soon as is practicable.

d. SYSTEM ENHANCEMENTS. State Street will provide to the Customer any
enhancements to the System developed by State Street and made a part of the
System; provided that, sixty (60) days prior to installing any such enhancement,
State Street shall notify the Customer and shall offer the Customer reasonable
training on the enhancement. Charges for system enhancements shall be as
provided in the Fee Schedule. State Street retains the right to charge for
related systems or products that may be developed and separately made available
for use other than through the System.

e. CUSTOM MODIFICATIONS. In the event the Customer desires custom
modifications in connection with its use of the System, the Customer shall make
a written request to State Street providing specifications for the desired
modification. Any custom modifications may be undertaken by State Street in its
sole discretion in accordance with the Fee Schedule.

f. LIMITATION ON SUPPORT. State Street shall have no obligation to
support the Customer's use of the System: (i) for use on any computer equipment
or telecommunication facilities which does not conform to the Designated
Configuration or (ii) in the event the Customer has modified the System in
breach of this Addendum.

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<PAGE>

[LOGO]

FUNDS TRANSFER ADDENDUM

OPERATING GUIDELINES

1. OBLIGATION OF THE SENDER: State Street is authorized to promptly debit
Client's (as named below) account(s) upon the receipt of a payment order in
compliance with the selected Security Procedure chosen for funds transfer and in
the amount of money that State Street has been instructed to transfer. State
Street shall execute payment orders in compliance with the Security Procedure
and with the Client's instructions on the execution date provided that such
payment order is received by the customary deadline for processing such a
request, unless the payment order specifies a later time. All payment orders and
communications received after this time will be deemed to have been received on
the next business day.

2. SECURITY PROCEDURE: The Client acknowledges that the Security Procedure it
has designated on the Selection Form was selected by the Client from Security
Procedures offered by State Street. The Client shall restrict access to
confidential information relating to the Security Procedure to authorized
persons as communicated in writing to State Street. The Client must notify State
Street immediately if it has reason to believe unauthorized persons may have
obtained access to such information or of any change in the Client's authorized
personnel. State Street shall verify the authenticity of all instructions
according to the Security Procedure.

3. ACCOUNT NUMBERS: State Street shall process all payment orders on the basis
of the account number contained in the payment order. In the event of a
discrepancy between any name indicated on the payment order and the account
number, the account number shall take precedence and govern.

4. REJECTION: State Street reserves the right to decline to process or delay the
processing of a payment order which (a) is in excess of the collected balance in
the account to be charged at the time of State Street's receipt of such payment
order; (b) if initiating such payment order would cause State Street, in State
Street's sole judgment, to exceed any volume, aggregate dollar, network, time,
credit or similar limits upon wire transfers which are applicable to State
Street; or (c) if State Street, in good faith, is unable to satisfy itself that
the transaction has been properly authorized.

5. CANCELLATION OR AMENDMENT: State Street shall use reasonable efforts to act
on all authorized requests to cancel or amend payment orders received in
compliance with the Security Procedure provided that such requests are received
in a timely manner affording State Street reasonable opportunity to act.
However, State Street assumes no liability if the request for amendment or
cancellation cannot be satisfied.

6. ERRORS: State Street shall assume no responsibility for failure to detect any
erroneous payment order provided that State Street complies with the payment
order instructions as received and State Street complies with the Security
Procedure. The Security Procedure is established for the purpose of
authenticating payment orders only and not for the detection of errors in
payment orders.

7. INTEREST AND LIABILITY LIMITS: State Street shall assume no responsibility
for lost interest with respect to the refundable amount of any unauthorized
payment order, unless State Street is notified of the unauthorized payment order
within thirty (30) days of notification by State Street of the acceptance of
such payment order. In no event shall State Street be liable for special,
indirect or consequential damages, even if advised of the possibility of such
damages and even for failure to execute a payment order.

8. AUTOMATED CLEARING HOUSE ("ACH") CREDIT ENTRIES/PROVISIONAL PAYMENTS: When a
Client initiates or receives ACH credit and debit entries pursuant to these
Guidelines and the rules of the National Automated Clearing House Association
and the New England Clearing House Association, State Street will act as an
Originating Depository Financial Institution and/or Receiving Depository
Institution, as the case may be, with respect to such entries. Credits given by
State Street with respect to an ACH credit entry are provisional until State
Street receives final settlement for such entry from the Federal Reserve Bank.
If State Street does not receive such final settlement, the Client agrees that
State Street shall receive a refund of the amount credited to the Client in
connection with such entry, and the party making payment to the Client via such
entry shall not be deemed to have paid the amount of the entry.

9. CONFIRMATION STATEMENTS: Confirmation of State Street's execution of payment
orders shall ordinarily be provided within 24 hours notice which may be
delivered through State Street's proprietary information systems, such as, but
not limited to Horizon and GlobalQuest(R), or by facsimile or callback. The
Client must report any objections to the execution of a payment order within 30
days.

<PAGE>

[LOGO]

FUNDS TRANSFER ADDENDUM

SECURITY PROCEDURE(S) SELECTION FORM

Please select one or more of the funds transfer security procedures indicated
below.

/ / SWIFT
SWIFT (Society for Worldwide Interbank Financial Telecommunication) is a
cooperative society owned and operated by member financial institutions that
provides telecommunication services for its membership. Participation is limited
to securities brokers and dealers, clearing and depository institutions,
recognized exchanges for securities, and investment management institutions.
SWIFT provides a number of security features through encryption and
authentication to protect against unauthorized access, loss or wrong delivery of
messages, transmission errors, loss of confidentiality and fraudulent changes to
messages. SWIFT is considered to be one of the most secure and efficient
networks for the delivery of funds transfer instructions.
SELECTION OF THIS SECURITY PROCEDURE WOULD BE MOST APPROPRIATE FOR EXISTING
SWIFT MEMBERS.

/ / STANDING INSTRUCTIONS
Standing Instructions may be used where funds are transferred to a broker on the
Client's established list of brokers with which it engages in foreign exchange
transactions. Only the date, the currency and the currency amount are variable.
In order to establish this procedure, State Street will send to the Client a
list of the brokers that State Street has determined are used by the Client. The
Client will confirm the list in writing, and State Street will verify the
written confirmation by telephone. Standing Instructions will be subject to a
mutually agreed upon limit. If the payment order exceeds the established limit,
the Standing Instruction will be confirmed by telephone prior to execution.

/ / REMOTE BATCH TRANSMISSION
Wire transfer instructions are delivered via Computer-to-Computer (CPU-CPU) data
communications between the Client and State Street. Security procedures include
encryption and or the use of a test key by those individuals authorized as
Automated Batch Verifiers.
CLIENTS SELECTING THIS OPTION SHOULD HAVE AN EXISTING FACILITY FOR COMPLETING
CPU-CPU TRANSMISSIONS. THIS DELIVERY MECHANISM IS TYPICALLY USED FOR HIGH-VOLUME
BUSINESS.

/ / GLOBAL HORIZON INTERCHANGESM FUNDS TRANSFER SERVICE
Global Horizon Interchange Funds Transfer Service (FTS) is a State Street
proprietary microcomputer-based wire initiation system. FTS enables Clients to
electronically transmit authenticated Fedwire, CHIPS or internal book transfer
instructions to State Street.
THIS DELIVERY MECHANISM IS MOST APPROPRIATE FOR CLIENTS WITH A LOW-TO-MEDIUM
NUMBER OF TRANSACTIONS (5-75 PER DAY), ALLOWING CLIENTS TO ENTER, BATCH, AND
REVIEW WIRE TRANSFER INSTRUCTIONS ON THEIR PC PRIOR TO RELEASE TO STATE STREET.

/ / TELEPHONE CONFIRMATION (CALLBACK)
Telephone confirmation will be used to verify all non-repetitive funds transfer
instructions received via untested facsimile or phone. This procedure requires
Clients to designate individuals as authorized initiators and authorized
verifiers. State Street will verify that the instruction contains the signature
of an authorized person and prior to execution, will contact someone other than
the originator at the Client's location to authenticate the instruction.
SELECTION OF THIS ALTERNATIVE IS APPROPRIATE FOR CLIENTS WHO DO NOT HAVE THE
CAPABILITY TO USE OTHER SECURITY PROCEDURES.

/ / REPETITIVE WIRES
For situations where funds are transferred periodically (minimum of one
instruction per calendar quarter) from an existing authorized account to the
same payee (destination bank and account number) and only the date and currency
amount are variable, a repetitive wire may be implemented. Repetitive wires will
be subject to a mutually agreed upon limit. If the payment order exceeds the
established limit, the instruction will be confirmed by telephone prior to
execution. Telephone confirmation is used to establish this process. Repetitive
wire instructions must be reconfirmed annually.
THIS ALTERNATIVE IS RECOMMENDED WHENEVER FUNDS ARE FREQUENTLY TRANSFERRED
BETWEEN THE SAME TWO ACCOUNTS.

/ / TRANSFERS INITIATED BY FACSIMILE
The Client faxes wire transfer instructions directly to State Street Mutual Fund
Services. Standard security procedure requires the use of a random number test
key for all transfers. Every six months the Client receives test key logs from
State Street. The test key contains alpha-numeric characters, which the Client
puts on each document faxed to State Street. This procedure ensures all wire
instructions received via fax are authorized by the Client.
WE PROVIDE THIS OPTION FOR CLIENTS WHO WISH TO BATCH WIRE INSTRUCTIONS AND
TRANSMIT THESE AS A GROUP TO STATE STREET MUTUAL FUND SERVICES ONCE OR SEVERAL
TIMES A DAY.

<PAGE>

[LOGO]

FUNDS TRANSFER ADDENDUM

/ / AUTOMATED CLEARING HOUSE (ACH)
State Street receives an automated transmission or a magnetic tape from a Client
for the initiation of payment (credit) or collection (debit) transactions
through the ACH network. The transactions contained on each transmission or tape
must be authenticated by the Client. Clients using ACH must select one or more
of the following delivery options:

/ / GLOBAL HORIZON INTERCHANGE AUTOMATED CLEARING HOUSE SERVICE
Transactions are created on a microcomputer, assembled into batches and
delivered to State Street via fully authenticated electronic transmissions in
standard NACHA formats.

/ / Transmission from Client PC to State Street Mainframe with
Telephone Callback

/ / Transmission from Client Mainframe to State Street Mainframe with
Telephone Callback

/ / Transmission from DST Systems to State Street Mainframe with Encryption

/ / Magnetic Tape Delivered to State Street with Telephone Callback

State Street is hereby instructed to accept funds transfer instructions only via
the delivery methods and security procedures indicated. The selected delivery
methods and security procedure(s) will be effective for payment
orders initiated by our organization.

KEY CONTACT INFORMATION

Whom shall we contact to implement your selection(s)?

<TABLE>
CLIENT OPERATIONS CONTACT ALTERNATE CONTACT
<S> <C>

- -------------------------------------- --------------------------------------
Name Name

- -------------------------------------- --------------------------------------
Address Address

- -------------------------------------- --------------------------------------
City/State/Zip Code City/State/Zip Code

- -------------------------------------- --------------------------------------
Telephone Number Telephone Number

- -------------------------------------- --------------------------------------
Facsimile Number Facsimile Number

- --------------------------------------
SWIFT Number

- --------------------------------------
Telex Number
</TABLE>

<PAGE>

[LOGO]

FUNDS TRANSFER ADDENDUM

INSTRUCTION(S)

TELEPHONE CONFIRMATION

FUND meVC Draper Fisher Jurvetson Fund I, Inc.
---------------------------------------------------

INVESTMENT ADVISER meVC Advisers, Inc. and Sub-Adviser,
----------------------------------------
Draper Fisher Jurvetson Advisers, LLC
----------------------------------------

AUTHORIZED INITIATORS
Please Type or Print

PLEASE PROVIDE A LISTING OF FUND OFFICERS OR OTHER INDIVIDUALS ARE CURRENTLY
AUTHORIZED TO INITIATE WIRE TRANSFER INSTRUCTIONS TO STATE STREET:

<TABLE>
<CAPTION>
NAME TITLE (Specify whether position SPECIMEN SIGNATURE
is with Fund or Investment
Adviser)
<S> <C> <C>

- ----------------------------------- ------------------------------- -------------------------

- ----------------------------------- ------------------------------- -------------------------
</TABLE>

AUTHORIZED VERIFIERS
Please Type or Print

PLEASE PROVIDE A LISTING OF FUND OFFICERS OF OTHER INDIVIDUALS WHO WILL BE
CALLED BACK TO VERIFY THE INITIATION OF REPETITIVE WIRES OF $10 MILLION OR MORE
AND ALL NON REPETITIVE WIRE INSTRUCTIONS:

<TABLE>
<CAPTION>
NAME CALLBACK PHONE NUMBER DOLLAR LIMITATION (IF ANY)
<S> <C> <C>

- ----------------------------------- ------------------------------- -------------------------

- ----------------------------------- ------------------------------- -------------------------
</TABLE>

<PAGE>

EXHIBIT 99.k(1)

REGISTRAR,

TRANSFER AGENCY AND SERVICE AGREEMENT

BETWEEN

meVC DRAPER FISHER JURVETSON FUND ONE

AND

STATE STREET BANK AND TRUST COMPANY

<PAGE>

TABLE OF CONTENTS

ARTICLE 1 TERMS OF APPOINTMENT; DUTIES OF THE BANK 3

ARTICLE 2 FEES AND EXPENSES 4

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE BANK 5

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE FUND 5

ARTICLE 5 DATA ACCESS AND PROPRIETARY INFORMATION 6

ARTICLE 6 INDEMNIFICATION 7

ARTICLE 7 STANDARD OF CARE 9

ARTICLE 8 COVENANTS OF THE FUND AND THE BANK 9

ARTICLE 9 TERMINATION OF AGREEMENT 10

ARTICLE 10 ASSIGNMENT 10

ARTICLE 11 AMENDMENT 11

ARTICLE 12 MASSACHUSETTS LAW TO APPLY 11

ARTICLE 13 FORCE MAJEURE 11

ARTICLE 14 CONSEQUENTIAL DAMAGES 11

ARTICLE 15 MERGER OF AGREEMENT 11

ARTICLE 16 SURVIVAL 12

ARTICLE 17 SEVERABILITY 12

ARTICLE 18 COUNTERPARTS 12

<PAGE>

REGISTRAR, TRANSFER AGENCY AND SERVICE AGREEMENT

AGREEMENT made as of the th day of , 2000, by and
between meVC Draper Fisher Jurvetson Fund One, having its principal office
and place of business at 991 Folsom Street, Suite 301, San Francisco, CA
94107 (the "Fund"), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts
trust company having its principal office and place of business at 225
Franklin Street, Boston, Massachusetts 02110 (the "Bank").

WHEREAS, the Fund desires to appoint the Bank as its registrar,
transfer agent, dividend disbursing agent and agent in connection with certain
other activities and the Bank desires to accept such appointment;

NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:

ARTICLE 1 TERMS OF APPOINTMENT; DUTIES OF THE BANK

1.01 Subject to the terms and conditions set forth in this
Agreement, the Fund hereby employs and appoints the Bank to act as, and the Bank
agrees to act as registrar, transfer agent for the Fund's authorized and issued
shares of its common stock ("Shares"), dividend disbursing agent and agent in
connection with any dividend reinvestment plan as set out in the prospectus of
the Fund, corresponding to the date of this Agreement.

1.02 The Bank agrees that it will perform the following services:

(a) In accordance with procedures established from time to time by
agreement between the Fund and the Bank, the Bank shall:

(i) Issue and record the appropriate number of Shares as
authorized and hold such Shares in the appropriate Shareholder
account

(ii) Effect transfers of Shares by the registered owners thereof
upon receipt of appropriate documentation;

(iii) Prepare and transmit payments for dividends and
distributions declared by the Fund;

<PAGE>

(iv) Act as agent for Shareholders pursuant to the dividend
reinvestment and cash purchase plan as amended from time to time
in accordance with the terms of the agreement to be entered into
between the Shareholders and the Bank in substantially the form
attached as Exhibit A hereto;

(v) Issue replacement certificates for those certificates
alleged to have been lost, stolen or destroyed upon receipt by
the Bank of indemnification satisfactory to the Bank and
protecting the Bank and the Fund, and the Bank at its option, may
issue replacement certificates in place of mutilated stock
certificates upon presentation thereof and without such
indemnity.

(b) In addition to and neither in lieu nor in contravention of the
services set forth in the above paragraph (a), the Bank shall: (i) perform all
of the customary services of a registrar, transfer agent, dividend disbursing
agent and agent of the dividend reinvestment and cash purchase plan as described
in Article 1 consistent with those requirements in effect as of the date of this
Agreement. The detailed definition, frequency, limitations and associated costs
(if any) set out in the attached fee schedule, include but are not limited to:
maintaining all Shareholder accounts, preparing Shareholder meeting lists,
mailing proxies, and mailing Shareholder reports to current Shareholders,
withholding taxes on U.S. resident and non-resident alien accounts where
applicable, preparing and filing U.S. Treasury Department Forms 1099 and other
appropriate forms required with respect to dividends and distributions by
federal authorities for all registered Shareholders.

(c) The Bank shall provide additional services on behalf of the Fund
(i.e., escheatment services) which may be agreed upon in writing between the
Fund and the Bank.

ARTICLE 2 FEES AND EXPENSES

2.01 For the performance by the Bank pursuant to this Agreement,
meVC.com agrees to pay the Bank an annual maintenance fee as set out in the
initial fee schedule attached hereto. Such fees and out-of-pocket expenses and
advances identified under Section 2.02 below may be changed from time to time
subject to mutual written agreement between the Fund and the Bank.

<PAGE>

2.02 In addition to the fee paid under Section 2.01 above, meVC.com
agrees to reimburse the Bank for out-of-pocket expenses, including but not
limited to confirmation production, postage, forms, telephone, microfilm,
microfiche, tabulating proxies, records storage, or advances incurred by the
Bank for the items set out in the fee schedule attached hereto. In addition, any
other expenses incurred by the Bank at the request or with the consent of the
Fund, will be reimbursed by meVC.com.

2.03 meVC.com agrees to pay all fees and reimbursable expenses
within five days following the receipt of the respective billing notice. Postage
and the cost of materials for mailing of dividends, proxies, Fund reports and
other mailings to all Shareholder accounts shall be advanced to the Bank by the
Fund at least seven (7) days prior to the mailing date of such materials.

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE BANK

The Bank represents and warrants to the Fund that:

3.01 It is a trust company duly organized and existing and in good
standing under the laws of the Commonwealth of Massachusetts.

3.02 It is duly qualified to carry on its business in the
Commonwealth of Massachusetts.

3.03 It is empowered under applicable laws and by its Charter and
By-Laws to enter into and perform this Agreement.

3.04 All requisite corporate proceedings have been taken to
authorize it to enter into and perform this Agreement.

3.05 It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and obligations under
this Agreement.

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE FUND

The Fund represents and warrants to the Bank that:

4.01 It is a corporation duly organized and existing and in good
standing under the laws of ____________________________.

<PAGE>

4.02 It is empowered under applicable laws and by its Articles of
Incorporation and By-Laws to enter into and perform this Agreement.

4.03 All corporate proceedings required by said Articles of
Incorporation and By-Laws have been taken to authorize it to enter into and
perform this Agreement.

4.04 It is a closed-end, non-diversified investment company
registered under the Investment Company Act of 1940, as amended.

4.05 To the extent required by federal securities laws a
registration statement under the Securities Act of 1933, as amended is currently
effective and appropriate state securities law filings have been made with
respect to all Shares of the Fund being offered for sale; information to the
contrary will result in immediate notification to the Bank.

4.06 It shall make all required filings under federal and state
securities laws.

ARTICLE 5 DATA ACCESS AND PROPRIETARY INFORMATION

5.01 The Fund acknowledges that the data bases, computer programs,
screen formats, report formats, interactive design techniques, and other
information furnished to the Fund by the Bank are provided solely in
connection with the services rendered under this Agreement and constitute
copyrighted trade secrets or proprietary information of substantial value
to the Bank. Such databases, programs, formats, designs, techniques and
other information are collectively referred to below as "Proprietary
Information." The Fund agrees that it shall treat all Proprietary
Information as proprietary to the Bank and further agrees that it shall not
divulge any Proprietary Information to any person or organization except as
expressly permitted hereunder. The Fund agrees for itself and its employees
and agents:

(a) to use such programs and databases (i) solely on the Fund
computers, or (ii) solely from equipment at the locations agreed to
between the Fund and the Bank and (iii) in accordance with the
Bank's applicable user documentation;

(b) to refrain from copying or duplicating in any way (other than in
the normal course of performing processing on the Funds' computers)
any part of any Proprietary Information;

<PAGE>

(c) to refrain from obtaining unauthorized access to any programs,
data or other information not owned by the Fund, and if such access
is accidentally obtained, to respect and safeguard the same
Proprietary Information;

(d) to refrain from causing or allowing information transmitted from
the Bank's computer to the Funds' terminal to be retransmitted to
any other computer terminal or other device except as expressly
permitted by the Bank, (such permission not to be unreasonably
withheld);

(e) that the Fund shall have access only to those authorized
transactions as agreed to between the Fund and the Bank; and

(f) to honor reasonable written requests made by the Bank to protect
at the Bank's expense the rights of the Bank in Proprietary
Information at common law and under applicable statues.

5.02 If the transactions available to the Fund include the ability
to originate electronic instructions to the Bank in order to (i) effect the
transfer or movement of cash or Shares or (ii) transmit Shareholder information
or other information, then in such event the Bank shall be entitled to rely on
the validity and authenticity of such instruction without undertaking any
further inquiry as long as such instruction is undertaken in conformity with
security procedures established by the Bank from time to time.

ARTICLE 6 INDEMNIFICATION

6.01 The Bank shall not be responsible for, and the Fund shall
indemnify and hold the Bank harmless from and against, any and all losses,
damages, costs, charges, counsel fees, payments, expenses and liability arising
out of or attributable to:

(a) All actions of the Bank or its agents or subcontractors required
to be taken pursuant to this Agreement, provided that such actions are taken in
good faith and without negligence or willful misconduct.

<PAGE>

(b) The Fund's lack of good faith, negligence or willful misconduct
which arise out of the breach of any representation or warranty of the Fund
hereunder.

(c) The reliance on or use by the Bank or its agents or
subcontractors of information, records, documents or services which (i) are
received by the Bank or its agents or subcontractors, and (ii) have been
prepared, maintained or performed by the Fund or any other person or firm on
behalf of the Fund including but not limited to any previous transfer agent
registrar.

(d) The reliance on, or the carrying out by the Bank or its agents
or subcontractors of any instructions or requests of the Fund.

(e) The offer or sale of Shares in violation of any requirement
under the federal securities laws or regulations or the securities laws or
regulations of any state that such Shares be registered in such state or in
violation of any stop order or other determination or ruling by any federal
agency or any state with respect to the offer or sale of such Shares in such
state.

6.02 At any time the Bank may apply to any officer of the Fund for
instructions, and may consult with legal counsel with respect to any matter
arising in connection with the services to be performed by the Bank under this
Agreement, and the Bank and its agents or subcontractors shall not be liable and
shall be indemnified by the Fund for any action taken or omitted by it in
reliance upon such instructions or upon the opinion of such counsel. The Bank,
its agents and subcontractors shall be protected and indemnified in acting upon
any paper or document furnished by or on behalf of the Fund, reasonably believed
to be genuine and to have been signed by the proper person or persons, or upon
any instruction, information, data, records or documents provided the Bank or
its agents or subcontractors by telephone, in person, machine readable input,
telex, CRT data entry or other similar means authorized by the Fund, and shall
not be held to have notice of any change of authority of any person, until
receipt of written notice thereof from the Fund. The Bank, its agents and
subcontractors shall also be protected and indemnified in recognizing stock
certificates which are reasonably believed to bear the proper manual or
facsimile signatures of the officers of the Fund, and the proper
countersignature of any former transfer agent or former registrar, or of a
co-transfer agent or co-registrar.

<PAGE>

6.03 In order that the indemnification provisions contained in this
Article 6 shall apply, upon the assertion of a claim for which the Fund may be
required to indemnify the Bank, the Bank shall promptly notify the Fund in
writing of such assertion, and shall keep the Fund advised with respect to all
developments concerning such claim. The Fund shall have the option to
participate with the Bank in the defense of such claim or to defend against said
claim in its own name or in the name of the Bank. The Bank shall in no case
confess any claim or make any compromise in any case in which the Fund may be
required to indemnify the Bank except with the Fund's prior written consent.

ARTICLE 7 STANDARD OF CARE

7.01 The Bank shall at all times act in good faith and agrees to use
its best efforts within reasonable limits to insure the accuracy of all services
performed under this Agreement, but assumes no responsibility and shall not be
liable for loss or damage due to errors unless said errors are caused by its
negligence, bad faith, or willful misconduct of that of its employees.

ARTICLE 8 COVENANTS OF THE FUND AND THE BANK

8.01 The Fund shall promptly furnish to the Bank the following:

(a) A certified copy of the resolution of the Board of Directors of
the Fund authorizing the appointment of the Bank and the execution and delivery
of this Agreement.

(b) A copy of the Articles of Incorporation and By-Laws of the Fund
and all amendments thereto.

8.02 The Bank hereby agrees to establish and maintain facilities and
procedures reasonably acceptable to the Fund for safekeeping of stock
certificates, check forms and facsimile signature imprinting devices, if any;
and for the preparation or use, and for keeping account of, such certificates,
forms and devices.

8.03 The Bank shall keep records relating to the services to be
performed hereunder, in the form and manner as it may deem advisable. To the
extent required by Section 31 of the Investment Company Act of 1940, as amended,
and the Rules thereunder, the Bank agrees that all such records prepared or
maintained by the Bank relating to the services to be performed by the Bank

<PAGE>

hereunder are the property of the Fund and will be preserved, maintained and
made available in accordance with such Section and Rules, and will be
surrendered promptly to the Fund on and in accordance with its request.

8.04 The Bank and the Fund agree that all books, records,
information and data pertaining to the business of the other party which are
exchanged or received pursuant to the negotiation or the carrying out of this
Agreement shall remain confidential, and shall not be voluntarily disclosed to
any other person, except as may be requested by a governmental entity or as may
be required by law.

8.05 In cases of any requests or demands for the inspection of the
Shareholder records of the Fund, the Bank will endeavor to notify the Fund and
to secure instructions from an authorized officer of the Fund as to such
inspection. The Bank reserves the right, however, to exhibit the Shareholder
records to any person whenever it is advised by its counsel that it may be held
liable for the failure to exhibit the Shareholder records to such person.

ARTICLE 9 TERMINATION OF AGREEMENT

9.01 This Agreement may be terminated by either party upon one
hundred twenty (120) days written notice to the other.

9.02 Should the Fund exercise its right to terminate, all
out-of-pocket expenses associated with the movement of records and material will
be borne by the Fund. Additionally, the Bank reserves the right to charge for
any other reasonable expenses associated with such termination and/or a charge
equivalent to the average of three (3) month's fees.

ARTICLE 10 ASSIGNMENT

10.01 Except as provided in Section 10.03 below, neither this
Agreement nor any rights or obligations hereunder may be assigned by either
party without the written consent of the other party.

10.02 This Agreement shall inure to the benefit of and be binding
upon the parties and their respective permitted successors and assigns.

<PAGE>

10.03 The Bank may, without further consent on the part of the Fund,
subcontract for the performance hereof with (i) Boston EquiServe Limited
Partnership., a Massachusetts limited partnership ("Boston EquiServe"), which is
duly registered as a transfer agent pursuant to Section 17A(c)(2) of the
Securities Exchange Act of 1934 ("Section 17A(c)(2)"), or (ii) a Boston
EquiServe affiliate duly registered as a transfer agent pursuant to Section
17A(c)(2), provided, however, that the Bank shall be as fully responsible to the
Fund for the acts and omissions of any subcontractor as it is for its own acts
and omissions.

ARTICLE 11 AMENDMENT

11.01 This Agreement may be amended or modified by a written
agreement executed by both parties and authorized or approved by a resolution of
the Board of Directors of the Fund.

ARTICLE 12 MASSACHUSETTS LAW TO APPLY

12.01 This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of The Commonwealth of
Massachusetts.

ARTICLE 13 FORCE MAJEURE

13.01 In the event either party is unable to perform its obligations
under the terms of this Agreement because of acts of God, strikes, equipment or
transmission failure or damage reasonably beyond its control, or other causes
reasonably beyond its control, such party shall not be liable for damages to the
other for any damages resulting from such failure to perform or otherwise from
such causes.

ARTICLE 14 CONSEQUENTIAL DAMAGES

14.01 Neither party to this Agreement shall be liable to the other
party for consequential damages under any provision of this Agreement or for any
consequential damages arising out of any act or failure to act hereunder.

ARTICLE 15 MERGER OF AGREEMENT

15.01 This Agreement constitutes the entire agreement between the
parties hereto and supersedes any prior agreement with respect to the subject
hereof whether oral or written.

<PAGE>

ARTICLE 16 SURVIVAL

16.01 All provisions regarding indemnification, warranty, liability
and limits thereon, and confidentiality and/or protection of proprietary rights
and trade secrets shall survive the termination of this Agreement.

ARTICLE 17 SEVERABILITY

17.01 If any provision or provisions of this Agreement shall be held
to be invalid, unlawful, or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired.

ARTICLE 18 COUNTERPARTS

18.01 This Agreement may be executed by the parties hereto on any
number of counterparts, and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed in their names and on their behalf by and
through their duly authorized officers, as of the day and year first
above written.

MeVC Draper Fisher Jurvetson Fund One

BY:__________________________________________

State Street Bank and Trust Company

BY:__________________________________________

<PAGE>

EXHIBIT 99.k(2)

SUB-ADMINISTRATION AGREEMENT

Agreement dated as of ________, 2000 by and between State
Street Bank and Trust Company, a Massachusetts trust company (the
"Sub-Administrator"), and meVC Advisers, Inc. (the "Adviser") on behalf of meVC
Draper Jurvetson Fund I, Inc. (the "Company").

WHEREAS, the Company is registered as an closed-end,
management investment company under the Investment Company Act of 1940, as
amended (the "1940 Act");

WHEREAS, the Company has retained the Adviser to furnish
advisory and administrative services to the Company; and

WHEREAS, the Adviser desires to retain the Sub-Administrator
to furnish certain administrative services to the Company, and the
Sub-Administrator is willing to furnish such services, on the terms and
conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, the parties hereto agree as follows:

1. APPOINTMENT OF ADMINISTRATOR

The Adviser hereby appoints the Sub-Administrator to act as
sub-administrator with respect to the Company for purposes of providing certain
sub-administrative services for the period and on the terms set forth in this
Agreement. The Sub-Administrator accepts such appointment and agrees to render
the services stated herein.

The Company will initially consist of the portfolio(s) and/or
class(es) of shares (each an "Investment Fund") listed in Schedule A to this
Agreement. In the event that the Company establishes one or more additional
Investment Funds with respect to which the Adviser wishes to retain the
Sub-Administrator to act as sub-administrator hereunder, the Adviser shall
notify the Sub-Administrator in writing. Upon written acceptance by the
Administrator, such Investment Fund shall become subject to the provisions of
this Agreement to the same extent as the existing Investment Funds, except to
the extent that such provisions (including those relating to the compensation
and expenses payable by the Adviser) may be modified with respect to each
additional Investment Fund in writing by the Adviser and the Sub-Administrator
at the time of the addition of the Investment Fund.

2. DELIVERY OF DOCUMENTS

The Adviser will promptly deliver to the Sub-Administrator
copies of each of the following documents and all future amendments and
supplements, if any:

a. The Company's Articles of Incorporation and by-laws;

<PAGE>

b. The Company's currently effective registration
statement under the Securities Act of 1933, as
amended (the "1933 Act"), and the 1940 Act and the
Company's Prospectus(es) and Statement(s) of
Additional Information relating to all Investment
Funds and all amendments and supplements thereto as
in effect from time to time;

c. Certified copies of the resolutions of the Board of
Directors of the Adviser (the "Board") authorizing
(1) the Adviser to enter into this Agreement and (2)
certain individuals on behalf of the Company to (a)
give instructions to the Sub-Administrator pursuant
to this Agreement and (b) sign checks and pay
expenses;

d. A copy of the investment advisory agreement between
the Adviser and the Company authorizing the Adviser
to enter this Agreement; and

e. Such other certificates, documents or opinions which
the Sub-Administrator may, in its reasonable
discretion, deem necessary or appropriate in the
proper performance of its duties.

3. REPRESENTATIONS AND WARRANTIES OF THE SUB-ADMINISTRATOR

The Sub-Administrator represents and warrants to the Adviser
that:

a. It is a Massachusetts trust company, duly organized
and existing under the laws of The Commonwealth of
Massachusetts;

b. It has the corporate power and authority to carry on
its business in The Commonwealth of Massachusetts;

c. All requisite corporate proceedings have been taken
to authorize it to enter into and perform this
Agreement;

d. No legal or administrative proceedings have been
instituted or threatened which would impair the
Sub-Administrator's ability to perform its duties and
obligations under this Agreement; and

e. Its entrance into this Agreement shall not cause a
material breach or be in material conflict with any
other agreement or obligation of the
Sub-Administrator or any law or regulation applicable
to it.

4. REPRESENTATIONS AND WARRANTIES OF THE ADVISER

The Adviser represents and warrants to the Administrator that:

a. It is a corporation, duly organized, existing and in
good standing under the Laws of the State of
_________________;

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b. The Company is a business development company, duly
organized, existing and in good standing under the
laws of the State of Delaware;

c. It has the corporate power and authority under
applicable laws and by its charter and by-laws to
enter into and perform this Agreement;

d. All requisite proceedings have been taken to
authorize it to enter into and perform this
Agreement;

e. The Company is an investment company properly
registered under the 1940 Act;

f. A registration statement under the 1933 Act and the
1940 Act has been filed by the Company and will be
effective and remain effective during the term of
this Agreement. The Adviser also warrants to the
Administrator that as of the effective date of this
Agreement, all necessary filings under the securities
laws of the states in which the Company offers or
sells its shares have been made;

f. No legal or administrative proceedings have been
instituted or threatened which would impair the
Adviser's ability to perform its duties and
obligations under this Agreement;

g. Its entrance into this Agreement will not cause a
material breach or be in material conflict with any
other agreement or obligation of the Adviser or any
law or regulation applicable to it; and

h. As of the close of business on the date of this
Agreement, the Company is authorized to issue shares
of capital stock, and it will initially offer shares,
in the authorized amounts as set forth in Schedule A
to this Agreement.

5. SUB-ADMINISTRATION SERVICES

The Sub-Administrator shall provide the following services, in
each case, subject to the control, supervision and direction of the Adviser and
the Company and the review and comment by the Company's auditors and legal
counsel and in accordance with procedures which may be established from time to
time between the Adviser and the Sub-Administrator:

a. Oversee the determination and publication of the
Company's net asset value in accordance with the
Company's policy as adopted from time to time by the
Board;

b. Oversee the maintenance by the Company's custodian of
certain books and records of the Company as required
under Rule 31a-1(b) of the 1940 Act;

c. Prepare the Company's federal, state and local income
tax returns for review by the Company's independent
accountants and filing by the Company's treasurer;

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<PAGE>

d. Review calculation, submit for approval by officers
of the Company and arrange for payment of the
Company's expenses;

e. Prepare for review and approval by officers of the
Company financial information for the Company's
semi-annual and annual reports, proxy statements and
other communications required or otherwise to be sent
to Company shareholders, and arrange for the printing
and dissemination of such reports and communications
to shareholders;

f. Prepare for review by an officer of and legal counsel
for the Company the Company's periodic financial
reports required to be filed with the Securities and
Exchange Commission ("SEC") as parts of Form 10K and
10Q. Other than the financial statements, the Adviser
is responsible for preparing Forms 10K and 10Q.

g. Prepare reports relating to the business and affairs
of the Company as may be mutually agreed upon and not
otherwise prepared by the Company's investment
adviser, custodian, legal counsel or independent
accountants;

h. Make such reports and recommendations to the Board
concerning the performance of the independent
accountants as the Board may reasonably request;

i. Make such reports and recommendations to the Board
concerning the performance and fees of the Company's
custodian and transfer and dividend disbursing agent
("Transfer Agent") as the Board may reasonably
request or deems appropriate;

j. Oversee and review calculations of fees paid to the
Company's investment adviser, custodian and Transfer
Agent;

k. Consult with the Company's officers, independent
accountants, legal counsel, custodian and Transfer
Agent in establishing the accounting policies of the
Company;

l. Respond to, or refer to the Company's officers or
Transfer Agent, shareholder inquiries relating to the
Company;

m. Provide periodic testing of portfolios to assist the
Company's investment adviser in complying with
Internal Revenue Code mandatory qualification
requirements, the requirements of the 1940 Act and
Company prospectus limitations as may be mutually
agreed upon;

n. Review and provide assistance on shareholder
communications;

o. Maintain general corporate calendar;

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<PAGE>

p. Maintain copies of the Company's charter and by-laws;

q. File annual and semi-annual shareholder reports with
the appropriate regulatory agencies; review text of
"President's letters" to shareholders and
"Management's Discussion of Company Performance"
(which shall also be subject to review by the
Company's legal counsel);

r. Organize, attend and prepare minutes of shareholder
meetings;

s. Provide consultation on regulatory matters relating
to portfolio management, Company operations and any
potential changes in the Company's investment
policies, operations or structure; act as liaison to
legal counsel to the Company and, where applicable,
to legal counsel to the Company's independent Board
members;

t. Maintain continuing awareness of significant emerging
regulatory and legislative developments which may
affect the Company, update the Board and the
investment adviser on those developments and provide
related planning assistance where requested or
appropriate;

u. Develop or assist in developing guidelines and
procedures to improve overall compliance by the
Company and its various agents;

v. Counsel and assist the Company in the handling of
routine regulatory examinations and work closely with
the Company's legal counsel in response to any
non-routine regulatory matters;

w. Review implementation of any dividend reinvestment
program authorized by the Board;

Subject to review and comment by the Company's legal counsel:

x. Prepare and file with the SEC amendments to the
Company's registration statement, including updating
the Prospectus and Statement of Additional
Information, where applicable;

y. Prepare and file with the SEC proxy statements;
provide consultation on proxy solicitation matters;

z. Prepare agenda and background materials for Board
meetings, make presentations where appropriate,
prepare minutes and follow-up on matters raised at
Board meetings; and

aa. Prepare and file with the SEC Rule 24f-2 notices.

The Sub-Administrator shall provide the office facilities and the personnel
required by it to perform the services contemplated herein.

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<PAGE>

6. FEES; EXPENSES; EXPENSE REIMBURSEMENT

The Sub-Administrator shall receive from the Adviser such
compensation for the Sub-Administrator's services provided pursuant to this
Agreement as may be agreed to from time to time in a written fee schedule
approved by the parties and initially set forth in the Fee Schedule to this
Agreement. The fees are accrued daily and billed monthly and shall be due and
payable upon receipt of the invoice. Upon the termination of this Agreement
before the end of any month, the fee for the part of the month before such
termination shall be prorated according to the proportion which such part bears
to the full monthly period and shall be payable upon the date of termination of
this Agreement. In addition, the Adviser shall reimburse the Sub-Administrator
for its out-of-pocket costs incurred in connection with this Agreement.

The Adviser agrees promptly to reimburse the Sub-Administrator
for any equipment and supplies specially ordered by or for the Company through
the Sub-Administrator and for any other expenses not contemplated by this
Agreement that the Sub-Administrator may incur on the Company's behalf at the
Company's request or with the Company's consent.

In connection herewith, the Company hereby guaranties full
payment and punctual performance and fulfillment to the Sub-Administrator of all
liabilities, obligations and undertakings of the Adviser to the
Sub-Administrator, whether direct or indirect, absolute or contingent, due or to
become due, now existing of hereafter arising or acquired, under any fee
schedule regarding any service provided by the Sub-Administrator for the benefit
of the Company or any cost, expense disbursement relative thereto, and all
present or future agreements arising from, or relative to, the subject matter
thereof. The guaranty contained herein shall survive the termination of this
Agreement.

The Company will bear all expenses that are incurred in its
operation and not specifically assumed by the Sub-Administrator. Expenses to be
borne by the Company, include, but are not limited to: organizational expenses;
cost of services of independent accountants and outside legal and tax counsel
(including such counsel's review of the Company's registration statement, proxy
materials, federal and state tax qualification as a regulated investment company
and other reports and materials prepared by the Administrator under this
Agreement); cost of any services contracted for by the Company directly from
parties other than the Administrator; cost of trading operations and brokerage
fees, commissions and transfer taxes in connection with the purchase and sale of
securities for the Company; investment advisory fees; taxes, insurance premiums
and other fees and expenses applicable to its operation; costs incidental to any
meetings of shareholders including, but not limited to, legal and accounting
fees, proxy filing fees and the costs of preparation, printing and mailing of
any proxy materials; costs incidental to Board meetings, including fees and
expenses of Board members; the salary and expenses of any officer,
director\trustee or employee of the Company; costs incidental to the
preparation, printing and distribution of the Company's registration statements
and any amendments thereto and shareholder reports; cost of typesetting and
printing of prospectuses; cost of preparation and filing of the Company's tax
returns, Form N-2 and Form N-SAR, and all notices, registrations and amendments
associated with applicable federal and state tax and securities laws; all
applicable registration fees and filing fees required under federal and state
securities laws; fidelity bond and directors' and officers' liability insurance;
and cost of independent pricing services used in computing the Company's net
asset value.

6
<PAGE>

The Sub-Administrator is authorized to and may employ or associate with
such person or persons as the Sub-Administrator may deem desirable to assist it
in performing its duties under this Agreement; provided, however, that the
compensation of such person or persons shall be paid by the Sub-Administrator
and that the Sub-Administrator shall be as fully responsible to the Adviser for
the acts and omissions of any such person or persons as it is for its own acts
and omissions.

7. INSTRUCTIONS AND ADVICE

At any time, the Sub-Administrator may apply to any officer of
the Company for instructions and may consult with its own legal counsel or
outside counsel for the Company or the independent accountants for the Company
at the expense of the Adviser, with respect to any matter arising in connection
with the services to be performed by the Sub-Administrator under this Agreement.
The Sub-Administrator shall not be liable, and shall be indemnified by the
Adviser, for any action taken or omitted by it in good faith in reliance upon
any such instructions or advice or upon any paper or document believed by it to
be genuine and to have been signed by the proper person or persons. The
Sub-Administrator shall not be held to have notice of any change of authority of
any person until receipt of written notice thereof from the Adviser. Nothing in
this paragraph shall be construed as imposing upon the Sub-Administrator any
obligation to seek such instructions or advice, or to act in accordance with
such advice when received.

8. LIMITATION OF LIABILITY AND INDEMNIFICATION

The Sub-Administrator shall be responsible for the performance
of only such duties as are set forth in this Agreement and, except as otherwise
provided under Section 6, shall have no responsibility for the actions or
activities of any other party, including other service providers. The
Sub-Administrator shall have no liability for any error of judgment or mistake
of law or for any loss or damage resulting from the performance or
nonperformance of its duties hereunder unless solely caused by or resulting from
the gross negligence or willful misconduct of the Sub-Administrator, its
officers or employees. The Sub-Administrator shall not be liable for any
special, indirect, incidental, or consequential damages of any kind whatsoever
(including, without limitation, attorneys' fees) under any provision of this
Agreement or for any such damages arising out of any act or failure to act
hereunder. In any event, the Sub-Administrator's liability under this Agreement
shall be limited to its total annual compensation earned and fees paid hereunder
during the preceding twelve months for any liability or loss suffered by the
Company including, but not limited to, any liability relating to qualification
of the Company as a regulated investment company or any liability relating to
the Company's compliance with any federal or state tax or securities statute,
regulation or ruling.

The Sub-Administrator shall not be responsible or liable for
any failure or delay in performance of its obligations under this Agreement
arising out of or caused, directly or indirectly, by circumstances beyond its
control, including without limitation, work stoppage, power or other mechanical
failure, computer virus, natural disaster, governmental action or communication
disruption.

The Adviser and the Company shall indemnify and hold the
Sub-Administrator harmless from all loss, cost, damage and expense, including
reasonable fees and expenses for counsel, incurred by the Sub-Administrator
resulting from any claim, demand, action or suit in connection with the
Sub-Administrator's acceptance of this Agreement, any action or omission by it
in the performance of its duties hereunder, or as a result of acting upon any
instructions reasonably believed by it to have been duly

7
<PAGE>

authorized by the Company, provided that this indemnification shall not apply to
actions or omissions of the Sub-Administrator, its officers or employees in
cases of its or their own gross negligence or willful misconduct.

The indemnification contained herein shall survive the
termination of this Agreement.

9. CONFIDENTIALITY

The Sub-Administrator agrees that, except as otherwise
required by law or in connection with any required disclosure to a banking or
other regulatory authority, it will keep confidential all records and
information in its possession relating to the Company or its shareholders or
shareholder accounts and will not disclose the same to any person except at the
request or with the written consent of the Company.

10. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS; RECORDS

The Company assumes full responsibility for complying with all
securities, tax, commodities and other laws, rules and regulations applicable to
it.

In compliance with the requirements of Rule 31a-3 under the
1940 Act, the Sub-Administrator agrees that all records which it maintains for
the Company shall at all times remain the property of the Company, shall be
readily accessible during normal business hours, and shall be promptly
surrendered upon the termination of the Agreement or otherwise on written
request. The Sub-Administrator further agrees that all records which it
maintains for the Company pursuant to Rule 31a-1 under the 1940 Act will be
preserved for the periods prescribed by Rule 31a-2 under the 1940 Act unless any
such records are earlier surrendered as provided above. Records shall be
surrendered in usable machine-readable form.

11. SERVICES NOT EXCLUSIVE

The services of the Sub-Administrator to the Company are not
to be deemed exclusive, and the Sub-Administrator shall be free to render
similar services to others. The Sub-Administrator shall be deemed to be an
independent contractor and shall, unless otherwise expressly provided herein or
authorized by the Company from time to time, have no authority to act or
represent the Company in any way or otherwise be deemed an agent of the Company.

12. TERM, TERMINATION AND AMENDMENT

This Agreement shall become effective on the date of its
execution and shall remain in full force and effect for a period of two years
from the effective date and shall automatically continue in full force and
effect after such initial term unless either party terminates this Agreement by
written notice to the other party at least sixty (60) days prior to the
expiration of the initial term. Either party may terminate this Agreement at any
time after the initial term upon at least sixty (60) days' prior written notice
to the other party. Termination of this Agreement with respect to any given
Investment Fund shall in no way affect the continued validity of this Agreement
with respect to any other Investment Fund. Upon termination of this Agreement,
the Adviser shall pay to the Sub-Administrator such compensation and any
reimbursable expenses as may be due under the terms hereof as of the date of
such termination,

8
<PAGE>

including reasonable out-of-pocket expenses associated with such termination.
This Agreement may be modified or amended from time to time by mutual written
agreement of the parties hereto.

13. NOTICES

Any notice or other communication authorized or required by
this Agreement to be given to either party shall be in writing and deemed to
have been given when delivered in person or by confirmed facsimile, or posted
by certified mail, return receipt requested, to the following address (or
such other address as a party may specify by written notice to the other): if
to the Company:___________ meVC Draper Fisher Jurvetson Fund I, Inc., 991
Folsom St., Suite 301, San Francisco, CA 94107; Attn:__________ ,
fax:__________ ; if to the Adviser: meVC Advisers, Inc., Attn:__________ ,
fax:__________ ; if to the Administrator: State Street Bank and Trust
Company, 2 Avenue de Lafayette, Boston, Massachusetts 02111, Attn: Fund
Administration Legal Department, fax: 617-662-3805.

14. NON-ASSIGNABILITY

This Agreement shall not be assigned by either party hereto
without the prior consent in writing of the other party, except that the
Sub-Administrator may assign this Agreement to a successor of all or a
substantial portion of its business, or to a party controlling, controlled by or
under common control with the Sub-Administrator.

15. SUCCESSORS

This Agreement shall be binding on and shall inure to the
benefit of the Company and the Sub-Administrator and their respective successors
and permitted assigns.

16. ENTIRE AGREEMENT

This Agreement contains the entire understanding between the
parties hereto with respect to the subject matter hereof and supersedes all
previous representations, warranties or commitments regarding the services to be
performed hereunder whether oral or in writing.

17. WAIVER

The failure of a party to insist upon strict adherence to any
term of this Agreement on any occasion shall not be considered a waiver nor
shall it deprive such party of the right thereafter to insist upon strict
adherence to that term or any term of this Agreement. Any waiver must be in
writing signed by the waiving party.

18. SEVERABILITY

If any provision of this Agreement is invalid or
unenforceable, the balance of the Agreement shall remain in effect, and if any
provision is inapplicable to any person or circumstance it shall nevertheless
remain applicable to all other persons and circumstances.

19. GOVERNING LAW

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<PAGE>

This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of The Commonwealth of
Massachusetts.

20. REPRODUCTION OF DOCUMENTS

This Agreement and all schedules, exhibits, attachments and
amendments hereto may be reproduced by any photographic, photostatic, microfilm,
micro-card, miniature photographic or other similar process. The parties hereto
all/each agree that any such reproduction shall be admissible in evidence as the
original itself in any judicial or administrative proceeding, whether or not the
original is in existence and whether or not such reproduction was made by a
party in the regular course of business, and that any enlargement, facsimile or
further reproduction of such reproduction shall likewise be admissible in
evidence.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the date first written above.

meVC ADVISERS, INC.

By: __________________________________
Name: __________________________________
Title: __________________________________

meVC DRAPER FISHER JURVETSON FUND I, INC.

By: __________________________________
Name: __________________________________
Title: __________________________________

STATE STREET BANK AND TRUST COMPANY

By: __________________________________
Name: Kathleen C. Cuocolo
----------------------------------
Title: Senior Vice President
----------------------------------

<PAGE>

SUB-ADMINISTRATION AGREEMENT

SCHEDULE A
LISTING OF INVESTMENT FUNDS AND AUTHORIZED SHARES

Investment Fund Authorized Shares

<PAGE>

EXHIBIT 99.n

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in this Registration Statement on Form N-2 of our
report dated December 13, 1999, relating to the Statement of Assets and
Liabilities of meVC Draper Fisher Jurvetson Fund I, Inc., which appears in such
Registration Statement. We also consent to the reference to us under the
headings "Experts", "Independent Accountants" and "Financial Statements" in such
Registration Statement.

PricewaterhouseCoopers LLP
San Francisco, California
February 10, 2000